CTR059513_Contract_Documents.pdf

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3/23/2022

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CTR059513

April 1 22

Procurement

ARIZONA DEPARTMENT OF TRANSPORTATION

1739 W. Jackson Street, MD 100P

Phoenix, AZ 85007 602.712.7211

Solicitation Amendment Summary SOLICITATION NO.: BPM004263 AMENDMENT NO.: One (1)

DESCRIPTION: Concrete Cold Patch Materials

Rev. 04/2020

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

1. Financial Questions (APP)

The following requirement has been added in the General Offer Requirements Section:

Product Information - Offeror shall provide descriptive literature of the product they propose to furnish.

Literature shall be sufficient in detail in order to allow full and fair evaluation of the offer submitted and

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

ARIZONA DEPARTMENT OF TRANSPORTATION

Phoenix, AZ 85007 602.712.7211

Solicitation Amendment Summary SOLICITATION NO.: BPM004263 AMENDMENT NO.: Three (3)

DESCRIPTION: Concrete Cold Patch Materials

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

1. Specifications

The following is hereby changed to read:

4.1.3. The Contractor shall provide equipment/material within ten (10) calendar days from receiving the

Task Assignment, Exhibit 5 (including weekends and State holidays) of the Department’s request unless otherwise approved by the Department.

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

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

INVITATION FOR BID

SOLICITATION NUMBER: BPM004263

DESCRIPTION: Concrete Cold Patching Materials

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Stacy Wiesner Procurement Officer Phone: 602.712.6939 Email: swiesner@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/ mailto:swiesner@azdot.gov

TABLE OF CONTENTS

Solicitation No: BPM004263 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Specifications 3

Special Terms and Conditions 10

Uniform Terms and Conditions 20

EXHIBITS

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

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

3 - ADOT Maintenance Boundaries 32

4 - ADOT Maintenance Yard Locations 33

5 - Task Assignment 35

6 - Vendor Performance Report 37

7 - Quarterly Usage Report 38

SPECIFICATIONS

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for Roklin Polyflex DS Grey and High Performance (HP) Concrete Cold Patching Materials; Unique Concrete Materials for Plant Pick Up and Delivery Services throughout the State of Arizona.

2. Introduction and Background

2.1. ADOT Maintenance intends to establish a term contract for HP Concrete Cold Patch and Roklin

Polyflex DS Grey. These materials are unique, grey in color, cold applied, single component patching material used for repairing potholes, spalls, cracks and other confined voids and distresses of one (1) inch wide and greater than 1/2 inch deep, in Portland cement concrete pavement, slab and deck surfaces.

3. General Requirements

3.1. Brand Name or Equivalent

3.1.1. This is a Brand Name or Equivalent Specification, as set forth under Arizona Procurement

Code A.A.C. R2-7-403C and R2-7-C301C (2.b.). Brand names are listed for the sole purpose of describing the standard of quality, performance, and characteristics desired and is not intended to limit or restrict competition. When the specification calls for “Brand Name or Equivalent”, the brand name product is acceptable. Technical specifications define the minimum acceptable standard and can be found on ADOT’s Approved Products List (APL):

https://azdot.gov/business/engineering-and-construction/product-evaluation-program

3.1.2. The Department has determined that the following products are to be utilized for this contract:

3.1.2.1. Brewer Cote Roklin Polyflex DS Grey (HP Concrete Cold Patch)

3.1.2.2. CRAFCO (HP) High-Performance Concrete Cold Patch

3.1.2.3. Roklin Flexset

3.1.2.4. Atlas E-Pro Patch

3.2. The Contractor shall provide all the necessary personnel, tools, equipment, materials, and supplies to effectively perform the services in accordance with the specifications described herein, to include all required contract reporting.

3.3. Work Locations

3.3.1. The service area includes all state and interstate highway locations within the State of

Arizona as shown on Exhibit 3, ADOT Maintenance Boundaries.

https://azdot.gov/business/engineering-and-construction/product-evaluation-program

3.3.2. Delivery of all product(s) under this contract shall occur from the Contractor’s nearest yard/plant location to the required maintenance unit location, refer to Exhibit 4, ADOT Maintenance Yard Locations or specified job site.

4. Specific Requirements

4.1. Work Details

4.1.1. The Department shall notify the Contractor by phone, or email, when equipment and material is needed and issue a Task Assignment, Exhibit 5, advising the Contractor of work location and the extent of equipment hours required.

4.1.2. The Contractor has twenty-four (24) hours (excluding weekends and State holidays) to respond to the Task Assignment request and provide the Department with a quote reflecting the estimated cost for the use of equipment and materials.

4.1.3. The Contractor shall provide equipment/material within ten (10) calendar days from receiving the Task Assignment, Exhibit 5, (including weekends and State holidays) of the Department’s request unless otherwise approved by the Department.

4.2. CRAFCO HP Cold Patch Materials

4.2.1. HP concrete cold patch is composed of a specially designed thermoplastic binder and a unique aggregate composition that produces an easy to use durable patching material that is a gray color like Portland cement concrete. HP concrete cold patch can be used in most weather conditions and will adhere in cold and damp conditions.

4.2.2. CRAFCO products shall meet applicable specifications at time of shipment.

4.2.3. CRAFCO HP concrete cold patch shall be workable when pavement temperatures are between 30° and 100° F.

4.3. CRAFCO HP Cold Patch Materials Packaging Requirements

4.3.1. Bags shall be constructed of plastic or poly type with a minimum thickness of five (5) mils and capable of adequately containing fifty (50) pounds of finished CRAFCO HP concrete cold patch material.

4.3.2. The bags must be clearly labeled with the following information:

Product Name

Company Name

Weight per bag

Installation instructions or pictorial on back of bag

Seasonal/Identification

Manufacture date

4.3.3. Pallets and bags of HP Concrete Cold Patch should be kept intact and stored under cover.

Shelf life of properly stored product in unopened pallets and bags is up to one (1) year. To maintain workability, leftover HP Concrete Cold Patch from an opened bag should be placed in an airtight container such as a pail or bucket with a tight fitting lid.

4.4. Atlas E-Pro Patch

4.4.1. Atlas E-Pro Patch is a three-component, 100% solids, high strength, low modulus, non-shrink, multi-purpose polymer concrete patching mortar for concrete repair.

4.4.2. Atlas E-Pro Patch is a pre-packaged repair system that consists of a high quality epoxy resin, curing agent and an engineered blend of graded aggregates to provide a superior concrete patching material.

4.4.3. The ASTM C-881, Type III, Grade 1, Classes B & C, complies with FAA specification Item P-

501-4.19 and meets the Department’s requirements for spall repair. Refer to the American Society of Testing Materials (ASTM) http://www.astm.org/

4.5. Atlas E-Pro Patch Packaging Requirements

4.5.1. The packaging/yield requirements are:

0.5 ft. 3 unit – 0.5 gl Comp A, 0.5 gl Comp B, 50 lbs aggs

2.0 ft. 3 unit – 2.0 gl Comp A, 2.0 gl Comp B, 200 lbs aggs

4.5.2. The bags must be clearly labeled with the following information:

Weight per bag

Installation instructions or pictorial on back of bag

Seasonal/identification

4.5.3. Product shall be stored in a dry area, out of direct sunlight, between 40°F - 95° F (5° - 35°C and protect from freezing. If possible, keep epoxy stored at a consistent temperature.

4.6. Roklin Flexset

4.6.1. Roklin Flexset polymer concrete repair kit is for restoring cracked and spalled concrete slabs.

4.6.2 A flexset concrete repair kit shall include coated sand, bottles of “A” and “B” liquids, and a high-traction topping.

http://www.astm.org/

4.6.3. Flexset shall be mixed in its own bucket using an electric hand drill and a mixed. It shall react quickly after mixing, yet remain workable (with a lute, squeegee or trowel) for several minutes prior to thickening and setting. Repairs shall be able to be completed in minutes and cure quickly with no shrinkage.

4.6.4. Flexset shall not be affected by the environment, with durability surpassing other repairs.

It shall be waterproof, non-flammable, and unaffected by gasoline, diesel, motor oils, jet fuel, antifreeze or deicing fluids. The liquid polymers shall be odorless and non-flammable, with no fumes, no caustics, no acid fluids, no solvents, no oxidizers, no flammables, no dust, and no heating.

4.7. Roklin Flexset Packaging Requirements

4.7.1 Roklin Flexset shall come in a five (5) gallon kit containing equal volume of “A” and “B” polymer. The packaging requirements are:

30 pounds of a 2-12 and 60 mesh blend of treated aggregates

12 pound bag of treated 2-12 topping sand

4.7.2. The shelf life for Roklin Flexset shall be 12 months in unopened containers stored indoors.

4.8. Brewer Cote Roklin Polyflex DS Gray

4.8.1. The Polyflex DS Gray shall penetrate and re-bond thin, wide or deep cracks to restore concrete strength and shall be a low viscosity waterproof, two (2) component urethane consisting of equal parts of A side, a diphenyl methane di-isocyanate urethane pre-polymer, and of B side, a polyether diolstriols.

4.8.2. The Polyflex DS Gray shall be 100% solid and contain no VOCs. It shall be dispensed by a pump at a 1 : 1 ratio of parts A & B and combined with a clean DRY 3/8 inch round washed dried pea stone or washed DRIED size 1A aggregate, with lack of moisture content being key.

4.8.3. All sources of the mineral aggregate (i.e. stone, gravel, cinders, sand, etc.) must be approved in accordance with Section 1001.1 of the Arizona Department of Transportation Standard Specifications for Road and Bridge Construction current Edition including errata, addenda and all applicable stored specifications. Refer to:

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

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

4.9. Roklin Polyflex Packaging Requirements

4.9.1. The material shall be stored in a cool dry, ventilated storage area, in closed containers, out of direct sunlight in rooms with ambient temperatures maintained between 32° and 80° F.

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

4.9.2. The containers shall be tightly closed and properly labeled.

4.9.3. Indoor storage shall meet OSHA standards and appropriate fire codes. Containers that have been opened must be carefully resealed to prevent leakage.

4.9.4. Empty retainers retain residue and may be dangerous. The Contractor shall use non-sparking ventilation systems, approved explosion-proof equipment and intrinsically safe electrical systems in areas where this product is used and stored.

4.9.5. The Contractor shall keep liquid and vapors away from sparks and flame, store in containers above ground and surrounded by dikes to contain spills or leaks.

4.9.6. There will not be any cutting, drilling, grinding, welding, or perform similar operations on or near containers.

4.9.7. Buckets – The bucket shall be sturdy and capable of adequately containing “A” and “B” components of thirty (30) gallons or one hundred (100) gallons of Brewer Cote Roklin Polyflex concrete cold patching material. The buckets received by the Department shall be clearly labeled with the following information:

Weight per bucket

Installation instructions or pictorial on the back of bucket

Seasonal/Identification

Manufacture Date

4.9.8. Pallets - Pallets must be forty-eight (48)” in length by forty (40)” in width and have a four way entry to accommodate side unloading. The pallet must be capable of containing a minimum of thirty-six (36) buckets or two-thousand (2,000) pounds. Pallets will not be returned to the Contractor. The pallets shall be completely wrapped on the outside with a poly type stretch or shrink-wrap material and ultra wide cover to protect from bag deterioration and from bleeding through during delivery.

4.10. Roklin Polyflex Equipment

4.10.1 Roklin Polyflex Dispensing System Equipment shall be provided by the Contractor at the request of the Department and shall be utilized by the Department.

4.10.2. Roklin dispensing equipment shall transfer, meter, mix and apply Roklin Polyflex DS. Co reactive “A” and “B” components are transferred from 5 to 50 gallon containers, through the proportioning pumps (1:1 ratio) to the dispensing gun. The mixed material is dispensed into repairs.

4.10.3. The Contractor shall provide and maintain equipment 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.

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

4.10.5. Equipment machinery, component or system failures that affect the safe operation of any equipment shall be corrected prior to using the equipment.

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

4.10.7. Equipment used on the Department’s projects will be purged (cleaned) prior to adding a mixture of material to eliminate cross-contamination caused by mixing of incompatible products.

4.11. Delivery

4.11.1. Deliveries shall be completed as soon as possible, but no later than ten (10) calendar days after receipt of order (ARO).

4.11.2. Contractor shall contact the Department forty-eight (48) hours in advance to coordinate delivery.

4.11.3. All delivery tickets must be signed by the Department for payment to be processed.

4.11.4. All deliveries shall only be accepted during the following district hours as identified below:

Southeast 7:00 a.m. – 3:00 p.m. Monday – Thursday

Southcentral 6:00 a.m. – 2:00 p.m. Monday – Friday

Southwest 7:00 a.m. – 3:00 p.m. Monday – Thursday

Northeast 7:00 a.m. – 4:00 p.m. Monday – Thursday

Northwest 7:00 a.m. – 3:00 p.m. Monday – Thursday

Central 6:00 a.m. – 2:00 p.m. Monday – Thursday

Northcentral 7:00 a.m. – 4:00 p.m. Monday - Thursday

4.11.5. Each delivered load shall have a certified weigh ticket. The cost to be reflected in the unit cost of the material. Weigh tickets shall indicate gross, tare and net weight in pounds.

Load shall not exceed legal limits.

5. Contractor’s Responsibilities

5.1. Performance:

5.1.1. The Contractor shall guarantee the performance of all the products to meet the following requirements:

5.1.1.1 Rokllin Flexset; Brewer Cote Roklin; ATLAS E-PRO Patch – Materials shall remain workable to accommodate climatic conditions, when ordered and stored in an uncovered stockpile of thirty (30) tons or more, for a period of not less than twelve (12) months from the date of delivery.

5.1.1.2. Crafco High Performance Concrete Cold Patch Bagged Material – Material shall remain workable to accommodate climatic conditions, when stored uncovered in original packaging, for a period of not less than twelve (12) months from the date of delivery.

6. Department’s Responsibilities

6.1. Inspection

6.1.1. The Department shall perform periodic inspections to ascertain the Contractor’s compliance with contract requirements.

6.1.2. The Department reserves the right to inspect equipment or at any time require the replacement of any equipment that does not meet minimum serviceability and safety standards.

6.1.3. The Department shall notify the Contractor, verbally and in writing, of any deficiencies found within the contract limits and of the need for corrective re-work. If deficiencies are noted, a copy of the completed Vendor Performance Report, Exhibit 6, shall be forwarded to the Procurement Officer and a copy shall be furnished to the Contractor.

SPECIAL TERMS AND CONDITIONS

1. Contract Term

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

2. Contract Extensions

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.

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. Shipping Terms

Delivery shall be F.O.B. Destination to the location designated herein. Contractor shall retain title and control of all goods until they are delivered. All risk of transportation and related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The Department will notify the Contractor promptly of any damaged goods and shall assist the Contractor in arranging for inspection.

7. Delivery

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

Delivery of the product does not constitute acceptance.

8. Inspection and Acceptance

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

If the delivered product is not accepted item delivered shall be subject to a complete inspection by the Department within xxx days after delivery. Inspection criteria shall include, but not be limited to, conformity to the specifications, workmanship, quality and materials.

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

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

9. Invoicing and Payment

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

Department Locations’ Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit ( if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

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

The Department will make every effort to process payment for the purchase of product within thirty

(30) calendar days after the Department has conducted the necessary reviews, inspections and acceptance as described herein.

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

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

10. Estimated Usage

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

11. Price Reduction

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

12. Price Increase

The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices. All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned. Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State.

13. Safety Standards

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

14. Warranty

The Contractor warrants:

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

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

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

15. Current Products

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

16. Product Discontinuance

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

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

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

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

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

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

17. Contract Administration

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

18. Notices

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group

Phoenix, Arizona 85007-3276

b. If intended for the Contractor, to the address as identified in the Contractor’s electronic vendor profile.

Or to such other address as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so mailed shall be deemed to have been given as of the date such notice is received as shown on the return receipt. Furthermore, such notice may be given by delivering personally such notice, if intended for the State, to the Arizona Department of Transportation, Procurement Officer and, if intended for the Contractor, to the person named on the Offer & Contract Award of this contract, or to such other person as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so delivered shall be deemed to have been given as of the date such notice is personally delivered to the other party.

19. Cancellation for Possession of Weapons on ADOT Property

This contract may be cancelled if Contractor or any subcontractors or others in the employ or under the supervision of the Contractor or subcontractors is found to be in possession of weapons.

Possession of weapons (firearms, explosive device, knife or blade of more than three inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property.

Further, if the Contractor or any subcontractors or others in the employ or under the supervision of the Contractors or subcontractors are asked by an ADOT official to leave the ADOT property, they are advised that failure to comply with such a request shall result in cancellation of the contract and anyone who refuses, whether armed or not, is subject to prosecution under A.R.S. § 13-1502, "Criminal trespass in the third degree; classification.”

20. Indemnification Clause

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’

Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local 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.

21. Insurance

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

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

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

A. Minimum Scope and Limits of Insurance

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

1. Commercial General Liability (CGL) – Occurrence From

Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

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

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

2. Business Automobile Liability

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

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

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

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

3. Workers’ Compensation and Employers’ Liability

Workers’ Compensation Statutory

Employers’ Liability Each Accident $1,000,000 Disease – Each Employee $1,000,000 Disease – Policy Limit $1,000,000

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

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

B. Additional Requirements

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

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

b. Insurance provided by the Contractor shall no limit the Contractor’s liability assumed under the indemnification provisions of this Contract.

C. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to Arizona Department of Transportation, 1739 W. Jackson Street, MD 100P, Phoenix, Arizona 85007-3276.

D. Acceptability of Insurers

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

E. Verification of Coverage

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

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

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

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

F. Subcontractors

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

G. Approval and Modifications

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

H. Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.

22. 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.

Contractor and subcontractor shall be licensed through the Arizona Registrar of Contractors for the type of work to be performed. Contractor’s providing other services which are not licensed through the Arizona Registrar of Contractors shall be licensed in accordance with the requirements of Arizona Law.

23. Subcontractors

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

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

24. Removal of Contractor’s Employees

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

25. 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 7.

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

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.