CTR065018_Contract_Documents.pdf

Rev. 11/2022

Procurement

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P Phoenix, AZ 85007

INVITATION FOR BID

SOLICITATION NUMBER: BPM005216

DESCRIPTION: Parking Lot Sweeping

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.

Kelly Greene Procurement Officer Phone: 602-712-4879 Email: kgreene@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) 712-7466.

https://app.az.gov/

TABLE OF CONTENTS

Solicitation No: BPM005216 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 10

Uniform Terms and Conditions 20

EXHIBITS

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

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

3- Region Map 39

4- Locations 40

5- Usage Report 42

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 Parking Lot Sweeping Services.

1.2. The Department is seeking the services of a qualified firm(s) or individual(s) (hereinafter referred to as the Contractor) to provide these services as described in this scope of work.

2. Introduction and Background

2.1. The Department intends to establish a term contract for parking lot sweeping services in the

Phoenix Metropolitan and outlying areas, hereby referred to as Region 4, (see Exhibit 3) and Tucson Metropolitan and outlying areas, hereby referred to as Region 7 (See Exhibit 3).

3. General Requirements

3.1. Regions and Locations

3.1.1. The contract award shall be divided into two (2) regions, Region 4 (see Exhibit 3) , and

Region 7 (see Exhibit 3). The offeror may bid on either region or both. In order to assure coverage the Department may award multiple contracts to qualified contractors.

3.1.2. The Department has approximately 23 locations between the two (2) regions and may add or remove locations according to the needs of the Department. Locations including addresses, hours and approximate lot footage shall be listed in Exhibit 4. Service to added locations shall be by mutual agreement between the Department and the Contractor.

3.2. Work Schedule

3.2.1. All work shall be completed between the hours listed in Exhibit 4, unless otherwise designated by the Department. No work will be performed on weekends, State Holidays or applicable state furlough days without prior approval by the Department.

3.2.1.1. Service is expected to be once weekly unless otherwise designated by the Department.

3.2.2. The Department reserves the rights to make adjustments in the schedule at any time to avoid conflict with highway construction, maintenance operations, or to better serve the Department’s needs.

3.2.3. The Contractor shall submit a Master Calendar (twelve (12) month Calendar) for work to be performed on a weekly and monthly basis. This master calendar will furnish the exact dates and specific work to be performed at that scheduled time. The master calendar shall be supplied to each location and approved by each Point of Contact.

3.2.4. In the event emergency work will need to be performed, the Department will notify the Contractor verbally and/or in writing when and where the service is required. The Contractor will have 24 hours after notification to respond to the site and complete the required service as specified by the Department.

3.2.5. The Contractor shall adhere to the approved work schedule and shall complete all routine work during the calendar week in which it is scheduled unless circumstances occur which are beyond the control of the Contractor and approved by the Department.

3.2.6. All scheduled work not completed during the week scheduled shall be reported to the

Department in writing on the first workday of the following week.

3.2.6.1. The report shall include an explanation of why the work was not completed and plans for getting the work back on schedule.

3.2.6.2. If the Contractor falls behind schedule at any time, additional workers shall be assigned at no additional cost to the Department until the work is back on schedule.

4. Specific Requirements

4.1. Work Details

4.1.1. Work shall be completed in a responsible and professional manner and in accordance with the specifications, schedules, or performance and operating standards, which are incorporated in the work assignment.

4.1.2. The sweeper(s) shall be operated at a speed which produces optimum cleaning results and shall make as many passes on a given portion of the parking lots as necessary to clean

it. Clean is defined as: An absence of foreign debris or material on the pavement, or (when applicable) the sidewalk.

4.1.3. The Contractor shall ensure that all areas of the parking lots are thoroughly swept and free of debris, including the area behind each bumper stop. Debris shall include, but is not limited to, paper, stones, bricks, blocks, boards, cans, rubber, metal, fruit, tires, containers and rocks.

4.1.4. During sweeping operations, water shall be used to control dust. The contractor shall be responsible for obtaining the water required. Sweeping operations must cease when dust cannot be properly controlled.

4.1.5. The perimeter of the parking lots and any areas where a sweeper cannot service shall be cleaned with a backpack type blower, prior to normal sweeping operations.

4.1.6. Oil and grease spots in parking lots shall be considered normal sweeping related services and shall be cleaned with an oil absorbing material prior to sweeping. Should the contractor find a large pool of non-absorbed grease within the parking lot area, the

Department’s Point of Contact shall be notified immediately as to the proper action to be taken.

4.1.7. The Contractor shall be responsible to dispose of all accumulated debris at an authorized dumpsite. The dumpsters currently located at the facilities shall not be used by the Contractor for the disposal of sweeping debris. No additional fees will be paid for the disposal of accumulated debris.

4.2. Safety

4.2.1. All items supplied under this contract shall comply with the current applicable

Occupational Safety and Health Standards of the State of Arizona Industrial Commission, the National Electric Code, the National Fire Protection Association Standards and the Department of Environmental Quality.

4.2.2. The Contractor shall exercise caution at all times for the protection of persons and property. Safety provisions of all applicable laws and ordinances shall be strictly observed and the Contractor and Contractor’s employees shall at all times be attentive to the safe preservation of persons and property at all sites. All fines, penalties and/or repair charges resulting from the Contractor’s neglect of safety provisions shall be the sole responsibility of the Contractor.

4.2.3. The Contractor shall avoid damage to existing structures. In the event that a structure is damaged in the course of work, the Contractor shall be solely responsible for its repair or replacement. The Department POC hall be notified immediately of any incidents or conditions relative to public health or safety.

4.2.4. Contract specifications require all Contractor employees to wear Occupational Safety and

Health Standards (OSHA) approved protective clothing, i.e. hard hats, gloves, steel-toed footwear, full-length pants and long sleeve shirts at all times while working on Department property.

4.2.5. All of the Contractors’ employees shall be in compliance with all OSHA and other State, Federal and local regulatory agency requirements.

4.2.6. Under no circumstances shall the Contractor be required to sweep material known to be hazardous materials. If hazardous material is suspected, the Department shall be contacted immediately within one (1) hour and operations cease in that area until the Department as determined how to handle the situation.

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

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

4.2.9. The Department shall be notified immediately of any incidents or conditions relative to public health or safety.

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

4.3. Communication Logs

4.3.1. The Contractor shall leave notification slips to indicate work was accomplished. Slips may be affixed to the building (door or window) or may be emailed to the Department POC listed for the appropriate location.

4.3.2. The notification slips shall include, but not limited to the following: Date of Service, Site Location, Start time and End time, Driver Number.

4.4. Equipment

4.4.1. All equipment shall be Particulate Matter (PM-10) compliant.

4.4.2. All equipment, including sweepers, utilized for this contract shall not be older than the

2013 model year.

4.4.3. The Contractor shall provide and maintain during the entire period of this contract, equipment sufficient in number, operational condition and capacity to efficiently perform the work and render the services required by this contract. This includes sufficient “back-up” equipment to provide uninterrupted service when equipment breakdown occurs. A listing of all equipment meeting these requirements and which will be available when performing these services under this contract must be provided on the Equipment List, Attachment 5.

4.4.4. 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.

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

4.4.6. Equipment utilized herein shall be equipped with top-mounted, amber rotation beacon light(s) that shall be in operation at all times while equipment is operated within the Department’s property.

4.4.7. The Contractor shall ensure that all equipment utilized herein and within the Department property shall be equipped with a working back-up alarm that is audible and distinctly distinguishable from other noise around the worksite.

4.4.8. The Department reserves the right to inspect equipment at any time and require the replacement of any that does not meet minimum serviceability standards. Equipment, machinery, component or system failures that affect the safe and effective operation of any equipment shall be corrected prior to using the equipment. All vehicles must be maintained in good repair, appearance and sanitary condition at all times.

4.5. Executive Order Equipment Compliance

4.5.1. The Executive Order applies only to: Maricopa, Pinal and Pima Counties.

4.5.2. All equipment utilized for this contract shall comply with the Governor’s Executive Order

2007-3, Improving Air Quality, http://www.azdeq.gov/environ/air/download/Exec_Order_2007-03.pdf

4.5.3. Equipment shall be listed on Equipment List, Attachment 5 and shall include the following:

4.5.3.1. Equipment Manufacturer and Model: Contractor/Subcontractor name.

4.5.3.2. Emission control device manufacture, model and EPA verification number and/or:

4.5.3.2.1. The type and source of clean fuel to be used.

4.5.3.2.2. The estimated emission profile for the fleet using EPA’s Diesel Quantifier, http://cfpub.epa.gov/quantifier

4.5.4. The Contractor shall submit updates as needed for the above required information.

Certified copies of the clean fuel delivery shall be included for the reporting period and shall identify which vehicle received fuel. The addition or deletion of non-road diesel equipment shall also be included in the monthly report.

4.5.5. All applicable reports and questions pertaining to compliance with the Governor’s

Executive Order 2007-3, http://www.azdeq.gov/environ/air/download/Exec_Order_2007- 03.pdf, shall be submitted to:

Arizona Department of Transportation Procurement Officer 1655 W. Jackson Street Phoenix AZ 85007

5. Contractor’s Responsibilities

5.1. The Contractor shall furnish all necessary labor, tools, equipment, and supplies to effectively accomplish the work as specified herein.

http://www.azdeq.gov/environ/air/download/Exec_Order_2007-03.pdf

5.2. All Contractor employees shall wear identification badges or uniforms at all times.

5.2.1. Every employee who will access the site must use their own badges if badge entry is required for a property. No badge sharing shall occur.

5.3. The Contractor shall suspend operations if weather conditions are such that continued work would be hazardous. If such suspension occurs, the Contractor shall immediately notify the Department or designated representatives.

5.4. The Contractor, upon award, shall provide the Department with the name and telephone number of their Contract Supervisor overseeing the work operations. This Supervisor shall have authority to make decisions concerning the day to day operations and shall assist the Department in making onsite inspections. This Supervisor shall be competent in all matters relating to the specific tasks involved in this contract.

5.5. The Contractor shall have adequate staff to perform all tasks required under this contract. Staff shall be adequately trained and qualified for the type of work to be performed to ensure progress of the contracted services are completed in an orderly and timely manner.

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

5.7. The Contractor shall commit to having sufficient local resources (materials, personnel and equipment) or access to additional resources that are necessary to complete this project.

5.8. No visitors, spouses or children of the Contractor’s employees will be allowed in the work locations during working hours unless they are bona fide employees of the Contractor.

5.9. Parking of employee (personal) vehicles within the property will not be permitted.

5.10. The Contractor and Contractor’s employees are strictly prohibited from operating or advertising any commercial enterprise or activity on any premises that are the subject of a signatory as referenced in A.R.S §28-7053, Misuse of Public Highway or Airport Defined; Abatement;

Classification.

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

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

5.12. The Contractor’s Supervisor and additional personnel as deemed necessary by the Department or designated representatives shall be literate and fluent in the English language. This is not meant to require that all Contractor personnel speak, read and write English. Most tasks may require only the job supervisor, crew leader or crewmember to speak, read and write English. This requirement is necessary due to the following reasons that include, but are not limited to:

5.12.1. Warnings of emergencies and hazards

5.12.2. Response to law enforcement authorities, ambulance and other emergencies

5.12.3. Preparation of reports

5.12.4. Communication with Department personnel

5.13. Due to the significance of the above listed reasons, the English requirement is being made with the intent that communications between the Contractor representatives and Department Contract representative and between the Contractor representatives and the public will be understood.

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

6. Department’s Responsibilities

6.1. The Department shall not pay any additional fees while the contractor is en-route either to or from the site which requires service.

6.2. The Department may audit work performed at any time. In the event service performed is unsatisfactory or is not in accordance with the Specifications, the Contractor shall, upon notification by the Department perform the required services immediately to the Department properties without additional cost to the Department.

6.2.1. The Department shall notify the Contractor, verbally and in writing of any deficiencies found within the contract limits.

6.3. The Department will provide the Contractor with a list of Department point of contacts (POC) and shall provide the Contractor with updated contacts as needed.

6.4. The Department or designated representatives may suspend work operations at any time, when in their judgment, present or impending weather conditions are such that work operations cannot be carried out in a safe, effective manner.

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

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

6. INVOICING REQUIREMENTS

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

• Department Location’s Name and Address

• Vendor Name, Remit to Address and Contact Information

• Contract Number

• Purchase Order Number

• Invoice Number and Date

• Date the items were shipped to the Department

• Contract Line Item Number

• Line Item Description or Item or Service

• Quantity Purchased

• Line Item Unit of Measure

• Price per Unit and Total per Unit

• Catalog or Other Discount (if applicable)

• Net Unit Price and Total per Unit (if applicable)

• Applicable taxes

• Applicable Shipping/Freight Charges

• Total Invoice Amount Due

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

The Department will make every effort to process payment within thirty (30) calendar days after acceptance of services. Delivery of the service to the Department does not constitute acceptance.

The date the Department accepts delivery of services shall be the valid date for starting the thirty (30) calendar day payment period.

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

7. ESTIMATED USAGE

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

8. PRICE REDUCTION

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

9. PRICE INCREASE

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

Department will determine whether the requested price increase or an alternate option, is in the best interest of the State.

10. CONTRACT ADMINISTRATION

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

11. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group

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.

12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

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

Possession of weapons (firearms, explosive devices, knives or blades of more than three (3) inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property.

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

13. REVIEW OF CONTRACTOR’S WORK

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

14. ACCURACY OF WORK

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

15. INDEMNIFICATION

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

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

16. INSURANCE

16.1 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.

16.2 Insurance Requirements

16.2.1 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.

16.2.2 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.

16.3 Minimum Scope and Limits of Insurance

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

16.3.1 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.

16.3.2 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.

16.3.3 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).

16.4 Additional Insurance Requirements

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

16.4.1 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).

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

16.5 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).

16.6 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.

16.7 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.

16.7.1 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.

16.7.2 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.

16.7.3 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. 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.

16.8 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 this contract, proof from the Contractor that its subcontractors have the required coverage.

16.9 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.

16.10 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.

17. USAGE REPORT

The Contractor shall furnish the Department a quarterly report showing purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 5.

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 31

18. KEY PERSONNEL

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

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

19. SUBCONTRACTORS

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

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

20. REMOVAL OF CONTRACTOR’S EMPLOYEES

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

21. PROJECT ADMINISTRATION

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

22. TRAVEL

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

http://www.gao.az.gov/travel/ http://www.azdot.gov/business/Procurement

23. CONTRACTOR SELECTION FROM MULTIPLE CONTRACTS

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

24. 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.

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.

Solicitation No: BPM005216

Available online at

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 Orders No.

2023-01, 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.