CTR064441_Contract_Documents.pdf

DocuSign Envelope ID: 677ECB34-DB3B-4199-B443-E5AEC217333C

February 2313

CTR064441

2/13/2023

Rev. 02/2019

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., Ste. A Phoenix, AZ 85007

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BMP004877

DESCRIPTION: Engines, Pumps and Control panels

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.

Tom Kornell Senior Procurement Officer Phone: 602-712-8520 Email:Tkornell@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.

https://app.az.gov/

TABLE OF CONTENTS

Solicitation No: BMP004877

Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 9

Uniform Terms and Conditions 19

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 35

2 - Title VI/Non-Discrimination Assurances Appendix E 36

3 - Usage Report 37

SCOPE OF WORK

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for Repair Services for Engines, Pumps and Control panels.

2. Introduction and Background

2.1. The Department intends to establish a term contract for the purchase of Parts and Repair Services for Engines, Pumps and Control panels at designated locations throughout Maricopa County. (See section 4.1.6)

3. General Requirements

3.1. The Contractor shall have support mechanisms in place to support the requirements of the Scope of Work for the all service areas listed. (See section 4.1.6)

3.2. The Contractor shall be able to provide repair services along with all the components and related parts, for the requirements listed below:

3.2.1. Exhaust

3.2.2. Electrical systems

3.2.3. Batteries

3.2.4. Belts & Hoses

3.2.5. Filters & PVC Valves

3.2.6. Fuel Systems & Emissions

3.2.7. Charging & Starting

3.2.8. Cooling & Heating Systems

3.2.9. Ignition & Tune-up

3.2.10. Power Train Systems

3.2.11. Engine Parts & Mounts

3.2.12. Oils and Lubrication systems

4. Specific Requirements

4.1. Labor and Repair Requirements

4.1.1. The Contractor shall furnish all necessary labor, tools, non-Department furnished equipment, supplies and materials necessary to effectively perform the required services in accordance with the specifications listed within the scope of work.

4.1.2. Labor Rates for any labor that may be applicable to the service being offered shall be in accordance with the following.

4.1.2.1. Labor rates and labor hours must be itemized on the estimate and invoice to the

Department. If the Contractor’s software limits itemized information, the

Contractor must list the breakdown in the narrative on the estimate and invoice.

4.1.2.2. The Contractor shall have the ability to itemize labor hours to the tenth of the hour.

4.1.3. Shop Supplies shall not exceed 5% of the total labor cost per job. No item shall be charged as a part if it is charged as a shop supply.

4.1.4. The Contractor shall provide turn around time as estimated or quoted when scheduling services with the Department in order to reduce downtime on equipment.

4.1.4.1. The Contractor shall respond verbally to emergency calls within 30 Minutes.

4.1.4.2. The Contractor shall work within the agreed time frame.

4.1.4.3. A written or electronic quote that includes parts, materials, labor hours, freight charges, heavy equipment rental and estimated completion time shall be provided to the Department prior to commencement of any work under this contract.

4.1.4.4. All non-emergency diagnostic testing shall require prior authorization from the Department and shall begin within 2 days from placement of the Purchase Order by the Department.

4.1.4.5. Non Emergency normal repairs shall be started within four (4) days from issuance of Purchase Order unless authorized by the Department.

4.1.5. The Contractor will invoice the Department for costs incurred from renting heavy equipment such as a: Crane(s), Steam Cleaner(s), Arc Welder(s) or any other equipment deemed necessary to make repairs, adjustments or replacements. The Contractor shall have written authorization from the Department prior to any rental equipment being secured.

4.1.6. The following is a list of current equipment and locations within Maricopa County. The

Department reserves the right to revise the equipment list as may deemed necessary to best serve the interest of the Department. All changes shall be documented by formal amendments to the contract.

Freeway Description # OF EA. Engines/Generators

US 60 Kyrene Road 3 CAT G379

Rural Road 2 CAT G342

McClintock 2 CAT G342

Price Road 3 CAT G342

Dobson Road 3 Waukesha F-1905-GRU

Alma School Road 2 Waukesha F-1905-GRU

Country Club 2 CAT G342 SI

Mesa Drive 2 CAT G342 SI

Stapley Drive 3 Waukesha F-1905-GRU

Gilbert Road 3 CAT G342

32nd Street-Val Vista 3 Waukesha F-1905-GRU

48th Street & Greenfield 3 CAT CG137-8

Peoria Underpass 1 ONAN 175kw DGFB -3385179

59th/Grand 4 CAT 3512

I-17 Buckeye Road 2 CAT G3406

West Tunnel 1 CUMMINS QSB6.7

Van Buren 4 Waukesha F1197

Thomas Road 4 Waukesha F817GU

Indian School 1 Kohler 350 REOZDD

Northern 2 CAT G3412

Peoria Avenue 2 Waukesha 145GZU

Cactus Road 1 Waukesha 145GZU

1 North engine - Cat G3406

Thunderbird Road 2 Waukesha 145GZU

Greenway Road 2 Waukesha 145GZU

Bell Road 1 CAT 3408B

1 CAT D40-6 genset w/ C4.4 eng

Deer Valley 2 Waukesha F1197

C.A.P.

I-10 91st Avenue 3 CAT G342

83rd Avenue 3 CAT G342

75th Avenue 3 Waukesha F2895

67th Avenue 3 CAT G342

59th Avenue 3 CAT G342

51st Avenue 3 Waukesha F1197GU

43rd Avenue 4 CAT G379

3rd Avenue 3 CAT G3412 SI

3rd Street 3 CAT G3412 SI

16th Street 3 CAT G3412

20th Street 2 CAT G3304

East Tunnel 1 CUMMINS QSB6.7

Southern 2 CAT G3304 SINA

101/L Manhattan 2 CAT 3412 DI

Southern 1 CUMMINS QSX-G9

Broadway 1 CUMMINS QSX-G9

University 1 CUMMINS QSX-G9

Price Tunnel

W/N Ramp

Baseline 2 Onan 400 kw-400-DFEB-

Grand Avenue 2 Onan 600 kw -DFGB-4475892

Indian School 2 CAT 3512

Conference Drive 4 CAT 3512

2 CAT G3406

202/LRM Mesa Dr. 4 CAT 3408B

McKellips Dr 5 CAT 3512

Brown Rd Maint. Tunnel

202/LST I-10/202 3 CAT 3512

Kyrene 3 CAT 3512

McClintock 4 CAT 3512

101/202 TI 5 CAT 3512

Basin K

McQueen 3 CAT 3512

Val Vista 3 CAT 3512

Basin P

Ray Rd 4 CAT 3512

Guadalupe 3 CAT 3512

SR143 44th Street

SR24 Ray Rd N/A

SR51 Cactus Road 4 CAT 3412C

1 CAT 3208 GEN MDL# SR4B

Glendale 1 Kohler 350 REOZDD

Highland 2 CAT 3412C SR4 600KW

1 CAT 3114 GEN SET 50KW

Equipment listed in 4.1.6 runs on one of the following, Propane, Natural Gas or Diesel.

5. Contractor’s Responsibilities

5.1. Inspection & Acceptance: All repairs under this contract shall be subject to a complete inspection by the Department prior to acceptance. Inspection criteria shall include, but is not limited to, mechanical integrity, quality, workmanship and materials, and invoice accuracy.

5.1.1. The Contractor shall have five (5) business days to correct any deficiencies found by the inspection. The Contractor shall be responsible for any additional costs associated with those corrections.

5.1.2. The Contractor shall be responsible for implementing all final settings and adjustments in accordance with manufacturer’s/owner’s/engineer’s specifications.

5.2. Certifications/Safety Standards/Regulations: The Contractor shall provide all necessary parts, supplies and labor necessary to perform repairs and shall meet or exceed all manufacture’s recommendations and standards. Repair services shall be performed in conformance with all provisions of this contract, legal statutes, code requirements, and industry standards.

5.2.1. All work shall be performed by qualified personnel. Qualified personnel must have the training and certification required to perform the work according to all applicable federal, state and local rules and regulations. The Contractor shall perform all services in a safe manner for means, methods, techniques, procedures and safety precautions.

5.2.2. The Contractors shall insure that all work will be professionally diagnosed, and those repairs will be performed by trained mechanics. It is the Contractors responsibility to insure safety standards are met and all Contractors personnel certifications if applicable are current. Certifications should be from an Accredited Source. (i.e. Mfg., Technical Institution or National agency)

5.2.3. The Contractor shall comply with all applicable laws and regulations including but not limited to the following:

5.2.3.1. Occupational Safety and Health Administration (OSHA)

5.2.3.2. All local, county, tribal, state and national laws and regulations including any labor requirements, taxes, fees, licenses, permits or conditions that may be imposed.

5.2.3.3. National Fire Protection Association (NFPA) requirements

5.2.3.4. Code of Federal Regulation (CFR) under Tittle 49;

5.2.3.5. Federal Motor Carrier Safety Administration (FMCSA) Inspection, Repair, and

Maintenance within Part 396,

5.2.3.6. (FMCSA) Parts & Accessories Necessary for Safe Operation within Part 393,

5.2.3.7. (FMCSA) Safety Standards within Part 571,

5.2.3.8. The Society of Automotive Engineer (SAE) standards

5.2.3.9. OSHA 29 CFR 1910.146

5.2.3.9.1. SAF-18.11 Confined Spaces

5.2.3.9.2. PER-5.05 Guidelines for Progressive Discipline

5.2.3.9.3. SAF-3.15 Control of Hazardous Energy (Lock Out/Tag Out)

5.2.3.9.4. SAF-5.01 Personal Protective Equipment Usage

5.2.3.9.5. SAF-8.01 Hot Work

5.3. Warranty: Following are the minimum warranty requirements for all parts and materials provided under this contract:

5.3.1. The minimum warranty shall be 90 days or manufacture/industry standard warranty whichever is greater.

5.3.2. When replacing a warranty part the invoice shall include a description of the reason for the requested repair, warranty coverage and clearly indicate no charge to the Department.

5.3.3. The effective date on all warranties shall begin at the time of date of acceptance or in accordance with the requirements as stated in the warranty.

5.3.4. The Department shall not be charged for the cost of any warranty repairs including parts due to any Contractor rework.

5.4. Purchasing Card Surcharges: In the event the contractor charges a surcharge for use of purchasing card (P-card) transactions, the imposed surcharges shall be listed on the estimate and acceptance of charges shall be determined by the Department.

5.5. The contractor shall perform the work in a way to minimize disruption to the normal operation of Department. Upon completion of work the contractor is responsible for cleaning and removing from the job site all debris, materials, and equipment associated with the work performed.

5.6. The contractor shall perform the necessary work in such a manner that it does not damage any property. In the event, damage occurs to the department’s property, or any adjacent property by reason of any work performed under this contract, the contractor shall replace or repair the same at no cost to the Department.

5.7. Original Equipment Manufacturer (OEM) parts shall be used to perform the required services. The

Contractor shall only use non-OEM/aftermarket parts when OEM parts are unavailable, and only if prior approval by the Department has been granted.

6. Department’s Responsibilities

6.1. Inspection & Acceptance: The Department shall have ten (10) business days (excluding any state holidays) to complete the inspection.

6.1.1. The Department shall not unreasonably withhold acceptance.

6.2. The Department shall notify the contractor, verbally and in writing, of any deficiencies found within the contract limits. If deficiencies are noted, a copy of the completed Vendor Performance Report will be furnished to the contractor and to the Procurement Officer.

6.3. The Department reserves the right to inspect Contractor equipment at any time. Any Equipment, machinery, component or systems that do not meet minimum serviceability standards, shall be corrected prior to using the equipment.

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, canceled or extended as otherwise provided herein.

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

6. SHIPPING TERMS

Normal delivery shall be made in accordance with the Terms of this Contract. Seller shall not substitute material or ship more than the quantity ordered. Supplier shall be solely responsible for and pay all costs of delivering the Goods to the Delivery Location(s) within Maricopa County, including, without limitation, all shipping and Normal freight costs.

Delivery shall be F.O.B. Destination to the location(s) 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 10 days after delivery. Inspection criteria shall include, but not be limited to, conformity to the specifications, workmanship, quality and materials.

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

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

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

9. INVOICING and PAYMENT

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

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit (Labor hours, rate)

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Expedited Shipping Charges (if applicable)

Total Invoice Amount Due

Equipment Identification Number / Serial Number

Invoices shall be submitted to the department no later than five (5) business days from the time of acceptance. Preventative Maintenance invoices shall be separate from repair invoices. Invoices not sent to the proper address, late submittals or not containing the necessary and required information may delay payment. A Contractor whose payments are delayed due to improper invoicing shall make no claim against the Department or the State for late or finance charges.

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

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

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

10. ESTIMATED USAGE

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

11. PRICE REDUCTION

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

12. PRICE INCREASE

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

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

13. SAFETY STANDARDS

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

14. WARRANTY

The Contractor warrants:

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

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

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

15. CURRENT PRODUCTS

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

16. PRODUCT DISCONTINUANCE

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

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

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

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

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

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

17. CONTRACT ADMINISTRATION

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

18. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group 1655 W. Jackson Street, MD 100P

Phoenix, Arizona 85007-3276

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

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

19. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

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

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

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

20. INDEMNIFICATION CLAUSE

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 ten (10) calendar days of notification of contract award by the Procurement Officer.

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

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

21.3. Minimum Scope and Limits of Insurance: Contractor shall provide coverage with limits of liability not less than those stated below.

21.3.1. Commercial General Liability (CGL) – Occurrence Form

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

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

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

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

21.3.2. 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.

21.3.3. Workers’ Compensation and Employers' Liability

Workers' Compensation Statutory

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

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

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

21.4. Additional Insurance Requirements: The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions:

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

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

21.5. Notice of Cancellation

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

21.6. Acceptability of Insurers

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

21.7. Verification of Coverage

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

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

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

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

21.8. Subcontractors

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

21.9. Approval and Modifications

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

21.10. Exceptions

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

22. USAGE REPORT

The Contractor shall furnish ADOT a quarterly report showing all purchasing activity under this contract.

This usage report shall be provided in a form substantially equivalent to Exhibit 03. Usage reports shall be submitted to the Procurement Officer no later than 30 days after the end of each quarter.

Usage report quarters shall be defined as follows:

January through March – Report due April 30

April through June – Report due July 30

July through September – Report due October 30

October through December – Report due January 30

23. LICENSES, PERMITS, CERTIFICATIONS

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

24. SERIAL NUMBERS

Equipment supplied under this contract must contain an original manufacturer’s serial number. Serial number may not be altered in any way. Throughout the contract term, the Department reserves the right to reject any altered equipment.

25. POST AWARD MEETING

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

UNIFORM TERMS AND CONDITIONS

1. Definition of Terms. As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

1.1. “Attachment” means any item the Solicitation which 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. “Data” means recorded information, regardless of form or the media on which it may be recorded. The term may include technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

1.6. “Days” means calendar days unless otherwise specified.

1.7. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation generally containing maps, schematics, examples of reports, or other documents that will be used to perform the requirements of the Scope of Work after contract award.

1.8. “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.

1.9. “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.

1.10. “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.

1.11. “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.

1.12. “State” means any department, commission, council, board, bureau, committee, institution, agency, government corporation or other establishment or official of the executive branch or corporation commission of the State of Arizona that executes the Contract.

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

1.14. “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 Materials or any Services required for the performance of the

Contract.

1.15. “Subcontractor” means a person who contracts to perform work or render Services to a

Contractor or to another Subcontractor as a part of a Contract with the State.

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; then

2.3.7. Any other documents referenced or included in the Solicitation including, but not limited to, any Bid or Offer documents provided by the Contractor that do not fall into one of the above categories.

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 Parol 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 any and all Data and other “records” relating to the acquisition and performance of the Contract for a period of five (5) 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 any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

3.3. Audit. Pursuant to A.R.S. § 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 as required under

A.R.S. § 41-2547. 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, stated in the

Contract, or listed on the State’s eProcurement system. 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. Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in relation to any Materials and Services offered under the Contract, with a view to reducing State costs and improving the quality and efficiency of the provision of Materials or

Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

3.8. Other Contractors. State may undertake on its own or award other contracts to the same or other suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the related work by others. Where the Contract requires handing-off Contractor’s work to others, Contractor shall cooperate as State instructs regarding the necessary transfer of its work product, Materials, Services, or records to State or the other suppliers. Contractor shall not commit or permit any act that interferes with the

State’s or other suppliers’ performance of their work, provided that, State shall enforce the foregoing section equitably among all its suppliers so as not impose an unreasonable burden on any one of them.

3.9. Ownership of Intellectual Property

3.9.1. Rights In Work Product. All intellectual property originated or prepared by

Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvements thereto, including Contractor’s administrative communications and records relating to the Contract, are considered work product and Contractor’s property, provided that, State has Government

Purpose Rights to that work product as and when it was delivered to State.

3.9.2. “Government Purpose Rights” are:

3.9.2.1. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to use, modify, reproduce, release, perform, display, sublicense, disclose and create derivatives from that work product without restriction for any activity in which State is a party;

3.9.2.2. the right to release or disclose that work product to third parties for any

State government purpose; and

3.9.2.3. the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose; such recipients being understood to include the federal government, the governments of other states, and various local governments.

3.9.3. “Government Purpose Rights” do not include any right to use, modify, reproduce, perform, release, display, create derivative works from or disclose that work product for any commercial purpose, or to authorize others to do so.

3.9.4. Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the

Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.

3.9.5. Pre-existing Material. All pre-existing software and other Materials developed or otherwise obtained by or for Contractor or its affiliates independently of the

Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided that:

3.9.5.1. any derivative works of such pre-existing Materials or elements thereof that are created pursuant to the Contract are part of that work product;

3.9.5.2. any elements of derivative work of such pre-existing Materials that was not created pursuant to the Contract are not part of that work product;

and

3.9.5.3. except as expressly stated otherwise, nothing in the Contract is to be construed to interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing Materials.

3.9.6. Developments Outside Of Contract. Unless expressly stated otherwise in the

Contract, this Section does not preclude Contractor from developing competing

Materials outside the Contract, irrespective of any similarity to Materials delivered or to be delivered to State hereunder.

3.10. Property of the State. If there are any materials that are not covered by Section 3.9 above created under this Contract, including but not limited to, reports and other deliverables, these materials 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.

3.11. Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, Contractor shall flow down this requirement to all

Subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of Contractor and Subcontractor records or to inspect papers of any employee thereof to ensure compliance. Should the State determine that the Contractor or any

Subcontractors be found noncompliant, the State may pursue all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract for default and suspension or debarment of the contractor.

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

3.13. Offshore Performance of Work involving Data is Prohibited.