CTR066424_Contract_Documents.pdf

������ � ���� �!��"�#$$%&'( )*����+����������� �, -.!//�--0�102�* ��2��3�4�3 567�89:;8;;

�����<=�<>?��<)<?�=@�)ABC= )!<,����D��.�2��D,���+E��44��.���D��2���.� ��-��4����������-�������F� ,����� ���.G����D� ���.G�.-���4��� ���.���D�����D��� .��4� ,�.�.����� � ������D���E�F�� ����H��- ���.���� ,���44��0����2�� ������.����I��F��D2�.������- ��4�����-�2�.���D��� �D���� ,��<�+����4�J�� �� .0=44�����KJ��-��EL� ��� ��2�� �����4����.���)� ,���1�D� ����2��=44��)DD��..� ���� �D� ��� M� �J� E ��� � � C�- <� ��?�����)DD��.. �,���� ��+��J��-��E�?�����)DD��.. @�H� ��+��"E�.�2�� ������� ,��=44���.�� �����+�*�G� ,��=44�������� �4��.� ,� � ,��.�+��..�����4� ,��=44���D�D��� ���*��*�������.�������� ,����� ����-� � �*��-��� ���.0 �������NO����PQ�<,��J�� ��� ����.���F�+���D� ��-��4����+�.�D��-���J�� ��� � ��+���RRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRRR�����D��2����� ���.G����D� ���.G�.-���4��� ���.G�����D��� .G�� �0G���D� ,��J�� ��� ��S.�44���.�����- �D�+E� ,��. � �0<,��J�� ��� ����.�,���+E���� ����D��� � �������������E�+����+���F��I����-��*�D����E��� �����G�.��*����������. ��� ������D��� ,�.���� ��� ��� ������ ��� ��������*�.���-���,�.����D���D������ 0� � ���4�)��1���?44�� �*�� ,�.� D�E��4� �($����������� �=44������������� )F��D�D�M� �

� � ������4����.���)� ,��������������������������������������������������������������������������������������1�����������������D� DTUVWXYZ[X\]̂Y_Ŵ`̂Va bccdefgdhigj�Yk_XVWY\]̂Y_Ŵ`̂Va lcfdfebdjfejmZ[WnYZ[o� ������pq behcg rk[s_n[Wtlefb�u�̀vwktZ[�pT[Wx[ rYtk_̂y�vYzVW[w ���cl{cl{fhu[st�|VYst�pk}Vk_stso�~Ŵ`

¡¢£¤¥¦§�̈§©ª«¡¬ª� ®�̄¯̄ °±̄²°³́µ°²³²¶°́³̄ °́·³±±µ·̄ ¯̧ ±µ¶±¹

º»¼½¾¾¿À¿Á ÀÂÃÄÅÆ

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: BPM005432

DESCRIPTION: Palm Tree Trimming – Phoenix Metro

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

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

This solicitation is issued in accordance with A.R.S. §41-2533 and A.A.C. R2-7-B301 et seq., Competitive Sealed Bidding.

“An Equal Opportunity Agency”

The Arizona Department of Transportation, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252.42 U.S.C. §§ 2000d-4) and the Americans with Disabilities Act (ADA), hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin in consideration for an award.

Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712-2089. Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation.

Las personas que requieran asistencia (dentro de lo razonable) ya sea por el idioma o discapacidad deben ponerse en contacto con ADOT (602) 712-7466.

https://app.az.gov/ mailto:swiesner@azdot.gov

TABLE OF CONTENTS

Solicitation No: BPM005432 Available online at https://app.az.gov/

Procurement

SECTION PAGE

Notice 1

Table of Contents 2

Specifications 3

Special Terms and Conditions 11

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 - Central District Map 39

4 - Task Order Request 40

5 - Vendor Performance Report 41

6 - Road Closure Guidelines – Central District 42

7 - Daily Work Report 48

8 - Safety Program Plan Requirements 49

9 - Quarterly Usage Report 50

SPECIFICATIONS

https://app.az.gov/

Procurement

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 Palm Tree Trimming for the Phoenix Metropolitan Area.

2. Introduction and Background

2.1. The Department intends to establish an “On-Call” term contract for palm tree trimming and skinning within the Phoenix Metropolitan area.

2.2. The Contractor shall furnish all necessary labor, tools, equipment and supplies to effectively perform the required services in accordance with the specifications.

3. General Requirements

3.1. Work Location

3.1.1. The service area includes all landscaped/non-landscaped areas within the Department’s Right-of-Way. The work shall be performed along all the Right-of-Way’s located in the Phoenix Metropolitan area, including but not limited to: I-10, I-17, SR 51, Loop 101, Loop 202, Loop 303, US 60, SR 143, SR 347, SR 587, SR 74, SR 85, SR 88, SR 87 and SR 24. Refer to Central District Map, Exhibit 3.

3.2. Work Schedule

3.2.1. All work shall be performed during daylight hours, Monday through Friday. The Contractor’s work hours must correspond with the Department’s. The Department’s work hours may vary to accommodate seasonal changes and highway traffic conditions. No work shall be performed on weekends or State holidays without prior written approval of the Department.

3.2.2. The Contractor shall respond by email to the Department within three (3) working days after receipt of Task Order Request, Exhibit 4. Upon approval of the Task Order Request, a meeting at the site is required within three (3) working days and work shall begin within one (1) week, unless otherwise directed by the Department. All work shall be scheduled and performed in accordance with Task Order Request.

3.2.3. The Contractor shall adhere to the approved work schedule. If the Contractor falls behind schedule at any time, additional workers and resources shall be assigned at no additional cost to the Department until the work is back on schedule.

3.2.4. The Department shall notify the Contractor, verbally, and in writing of any deficiencies found within the contract limits and of the need for corrective rework. If deficiencies are noted, a copy of the completed Vendor Performance Report, Exhibit 5, shall be forwarded to the Procurement Officer and a copy shall be furnished to the Contractor.

https://app.az.gov/

Procurement

3.2.5. The Contractor shall have dedicated supervisors who will oversee the work to be performed under each Task Order Request. The Contractor shall provide the Department with the name and contact information for each supervisor assigned to perform work for each Task Order Request.

4. Specific Requirements

4.1. Work Details

4.1.1. The work to be completed under this contract includes palm tree trimming, palm tree skinning.

4.1.2. All palm tree trimming work shall be performed by qualified personnel, defined as either a Certified Landscape Professional per the Arizona Landscape Contractors Association (ALCA), or a certified tree worker, aerial lift specialist or a certified arborist with the International Society of Arboriculture. Refer to the following link: https://www.isa-arbor.com/ .

4.1.3 The On-Site Supervisor shall be qualified as having additional experience in palm tree trimming to that as described in section 4.1.2.

4.1.3. All palm tree work shall include the cost for all labor and equipment.

4.1.4. All palm tree trimmings and cuttings being removed from the work site shall be legally disposed of by the end of each work shift. The Contractor shall be responsible for all landfill, dump fees and the cost of which shall be inclusive with all other contract items of work.

4.1.5. The Contractor’s method of tree care operations shall conform to the American National Standards Institute (ANSI) Z133.1 and all applicable Occupational Safety and Health Association (OSHA) regulations. The Contractor shall submit to the Department, the method(s) that will be used to complete the work with each Task Order Request, Exhibit

4. Refer to the following links:

OSHA - https://www.osha.gov/

ANSI - http://www.ansi.org/

4.1.6. All services provided shall be in accordance with the Department and the Arizona Department of Environmental Quality (ADEQ) and applicable Arizona native plant laws, and environmental rules and regulations. Failure to comply shall result in immediate termination of this contract. The point of contacts is: Alex Zaring azaring@azdot.gov and Joshua Fife jfife@azdot.gov for additional information. Refer to the following link:

https://azdeq.gov/

4.1.7. All work by the Contractor shall be subject to inspection and approval by the Department.

https://app.az.gov/ https://www.isa-arbor.com/ https://www.isa-arbor.com/ https://www.osha.gov/ http://www.ansi.org/ mailto:azaring@azdot.gov mailto:jfife@azdot.gov https://azdeq.gov/ https://app.az.gov/

Procurement

4.2. Task Order Requests

4.2.1. The Department shall notify the Contractor by phone or email when work is needed, issuing a Task Order Request, Exhibit 4, advising the Contractor of the work location and the specifics in detail for the work being requested.

4.2.2. No work shall begin until the Task Order Request and a purchase order (PO) is issued.

4.2.3. Deviation from the work reflected on the Task Order which results in an increased cost to the Department shall be absorbed by the Contractor.

4.3. Site Visit

4.3.1. The Contractor is required to visit the work site for each project prior to responding to the Task Order Request. If access to a locked facility is desired, the Contractor must coordinate a time and date with the Department.

4.3.2. The Contractor shall carefully examine the job site, contract documents and all available information concerning existing soil conditions, landscaping grade, and local site conditions bearing on labor, transportation, handing and storage of all equipment and materials, etc. and to satisfy themselves as to the man-hours and conditions that may be encountered when performing the work.

4.3.3. Claims for labor, work materials, and equipment required for any difficulties encountered which could have been foreseen at the site visit will not be accepted by the Department.

All such difficulties shall be properly resolved by the Contractor. The Department will not assume any responsibility for any interpretation, deduction, or conclusion drawn by the Contractor from the work site examination.

4.4. Maintenance and Protection of Traffic Control

4.4.1. All traffic control and traffic control devices shall be furnished and set up by the Department (ADOT) and must be in place/set prior to commencement of work. No additional payment will be made for traffic control.

4.4.2. The Contractor shall notify and coordinate with the Department in advance of all planned work activities requiring traffic control set up and take down for roadway restrictions or closures including: shoulder closures, lane, and ramp closures.

4.4.3. The Contractor shall be responsible for providing all necessary traffic and safety equipment required for working next to live traffic, including suitable vehicular and equipment warning lights, beacons, backup alarms, and truck mounted arrow boards.

4.4.4. The Department requires a seven (7) day advance written notice prior to commencement of any work requiring a lane or ramp closures.

https://app.az.gov/

Procurement

4.4.5. Certain phases of work (loading and unloading equipment, material and debris) may require lane closures on the ramps. Lane closures or restrictions will only be allowed during off-peak traffic hours.

4.5. Equipment

4.5.1. The Contractor shall provide and maintain during the entire period of this contract, equipment sufficient in number, operational condition and capacity to efficiently perform the work and render the services required by this contract. This includes sufficient “back-up” equipment to provide uninterrupted service when equipment breakdown occurs. A listing of all equipment which will be available when performing the services under this contract shall be provided on the Equipment List, Attachment 4. The equipment list shall be updated as necessary.

4.5.2. All vehicles and trailers must be maintained in good repair, appearance, and sanitary condition at all times. Truck beds and trailers shall be tight without holes and/or gaps, have enclosed sideboards, and covered tops capable of containing the refuse collected.

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

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

4.5.5. 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 operation of any equipment shall be corrected prior to the using the equipment.

4.6. Executive Order Equipment Compliance

4.6.1. The Executive Order applies only to: Maricopa, Pinal and Pima counties.

4.6.2. All equipment utilized for this contract shall comply with the Governor’s Executive Order 2007-3, Improving Air Quality. Refer to the following link:

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

4.6.3. Equipment shall be listed on the Equipment List, Attachment X and shall include the following:

Equipment Manufacturer and Model: Contractor/subcontractor name

Emission control device manufacture, model, and EPA verification number and/or;

a. The type and source of clean fuel to be used http://www.azdeq.gov/environ/air/download/Exec_Order_2007-03.pdf https://app.az.gov/

Procurement

b. The estimated profile for the fleet using EPA’s Diesel Quantifier. Refer to the following link: http://cfpub.epa.gov/quanitifier

4.6.4. 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 and deletion of non-road diesel equipment shall also be included in the monthly report.

4.6.5. All applicable reports and questions pertaining to compliance with the Governor’s Executive Order 2007-3 shall be submitted to the Arizona Department of Transportation, Procurement Office, 1655 W. Jackson Street, Phoenix, AZ 85007.

4.7. Reports

4.7.1. The Contractor must complete a Daily Work Report, Exhibit 7, and other reports as required, and email them to the Department on a daily basis or as designated by the Department. These reports may be modified at any time to meet the needs of the Department. Each work site shall require a Daily Work Report.

4.7.2. The Daily Work Report shall include any unusual activities such as vandalism, storm damage, or accidents, etc., or other conditions and situations that pertain to the work to be completed under this contract.

4.8. Safety, Sanitary & Health Conditions

4.8.1. The Contractor shall provide and maintain in neat and sanitary conditions 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 herein.

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

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

4.8.4. All Contractor employees shall be in compliance with all OSHA and all other State, Federal, Tribal, local regulatory agency requirements. Refer to the following link:

https://www.osha.gov/

4.8.5. Contract specifications require all Contractor employees to wear OSHA approved hard hats, high visibility safety vests, steel toed footwear, and full length pants at all times while working within the Right-of-Way.

https://app.az.gov/ http://cfpub.epa.gov/quanitifier https://www.osha.gov/ https://app.az.gov/

Procurement

5. Contractor’s Responsibilities

5.1. General

5.1.1. The Contractor shall comply with the Social Security Act, Workers’ Compensation laws and Unemployment laws of the State of Arizona as well as all State, local and Federal legislation, rules and regulations associated with maintenance and construction relevant to the Contractor’s business.

5.1.2. The Contractor shall perform operations in such a manner that damage is not inflicted to existing grounds, utilities, highway milepost markers, signs, delineators, or other structures.

5.1.3. The Contractor shall repair or replace any highway property damage by work operations at their own expense and as directed by the Department. If the damage has to be repaired or replaced by the Department, the cost of such work shall be deducted from the Contractor’s payment.

5.1.4. Damage to stop signs, yield signs, railroad crossing or other regulatory signs shall be reported to the Department and the District Regional Signing and Striping Supervisor immediately. Immediate is considered to be within one (1) hour of occurrence. Damage to the delineators shall be repaired within forty-eight (48) hours of occurrence.

No payment will be made to the Contractor until all damage has been repaired or replaced.

5.1.5. Prior to the start work, the Contractor shall provide the Department with a copy of the safety plan. Refer to Safety Program Plan Requirements, Exhibit 8.

5.2. Contractor’s Employees

5.2.1. 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.

The Contractor shall provide an adequate number of qualified and experienced employees to complete the work on each project.

5.2.2. All persons engaged in the performance of work under this contract shall be, unless otherwise approved by the Department, direct bona fide employee of the Contractor and shall not be leased employees, subcontractors, or independent contractors. The Department may require verification of the nature of employment of the employees. This requirement is not intended to preclude the Contractor’s use of subcontractors.

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

https://app.az.gov/

Procurement

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

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

5.2.6. Parking of employees’ personal vehicles within the Right-of-Way is strictly prohibited.

5.2.7. Employees are required to comply with A.R.S. §28-731, which prohibits driving over, across or within a highway median.

5.2.8. All employees are strictly prohibited from the operation of, or advertising of any commercial enterprise or activity on any premises that are the subject of this contract;

except as may be provided under other contracts to which the Department is a signatory.

Refer to A.R.S. §28-7053.

5.3. Language Requirement

5.3.1. The Contractor’s On-Site Supervisor and additional personnel as deemed necessary by the Department shall communicate in English. This is not meant to require that all Contractor personnel speak, read, and write English. This requirement is necessary due to the following reasons that include, but are not limited to:

Warnings of emergencies and hazards

Preparation of reports

Communication with Department personnel

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

5.4. Supervision

5.4.1. The Contractor shall provide the Department with the names and telephone numbers of all supervisory personnel who will oversee this contract.

5.4.2. The On-Site Supervisor shall have authority to make decisions concerning day-to-day operations and shall assist the Department in making on-site inspections and in coordinating other operational requirements.

5.4.3. The Supervisor shall be competent in all matters relating to the specific job tasks, including required licenses and certifications, traffic control plans, devices and services required under this contract.

https://app.az.gov/

Procurement

5.4.4. The On-Site Supervisor shall be in the work area at all times when work operations are taking place.

5.4.5. The On-Site Supervisor shall possess a copy of this contract and any amendments when performing work under any resultant contract.

5.4.6. The Supervisor shall possess a means of communications with the Department in advance of and while performing any work under this contract. This form of communication may be a cellular telephone. Cost of the cellular usage shall be the responsibility of the Contractor.

5.4.7. If the work location is within an area that is known to not receive cellular signal, communication shall be agreed upon the by the On-Site Supervisor and Department in writing.

6. Department’s Responsibilities

6.1. Inspection

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

6.2. Work Acceptance

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

6.2.2. Work shall be completed by the Contractor in a responsible and professional manner and in accordance with the specifications and the ADOT Standard Specifications for Road and Bridge Construction, current Edition, including errata and addenda, Section 806, Trees, Shrubs and Plants, and Section 807, Landscaping Establishment. Refer to the following link: https://azdot.gov/business/contracts-and-specifications/specifications

6.3. Suspension of Work

6.3.1. The Department may suspend work operations at any time, when in their judgement, present or impending weather conditions are such that the work cannot be carried out in a safe and effective manner.

6.3.2. The Department shall immediately suspend operations when work performance is observed in violation of safety rules, regulations or practices.

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

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

SPECIAL TERMS AND CONDITIONS

https://app.az.gov/

Procurement

1. Contract Term

The 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 written mutual 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 https://app.az.gov/

Procurement

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 https://app.az.gov/

Procurement

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 https://app.az.gov/

Procurement 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 subcontractor(s) is/are an agency, board, commission or university of the State of Arizona.

16. Insurance https://app.az.gov/

Procurement

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

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

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

A. Minimum Scope and Limits of Insurance

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

1. Commercial General Liability (CGL) – Occurrence Form

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

General Aggregate $2,000,000

Products – Completed Operations $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

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

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

2. Business Automobile Liability

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

Combined Single Limit (CSL) $1,000,000 https://app.az.gov/

Procurement

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

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

3. Workers’ Compensation and Employers’ Liability

Workers’ Compensation Statutory

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

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

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

B. Additional Insurance Requirements

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

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

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

C. Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any https://app.az.gov/

Procurement reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to Arizona Department of Transportation, Procurement Group, 1655 W. Jackson Street, Phoenix, Arizona 85007-3276.

D. Acceptability of Insurers

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

E. Verification of Coverage

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

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

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

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

F. Subcontractors

Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor.

All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage.

G. Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of https://app.az.gov/

Procurement this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action.

H. Exceptions

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

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 9.

Usage reports shall be submitted to the Procurement Officer no later than 30 days after the end of each quarter.

Usage report quarters shall be defined as follows:

January through March – Report due April 30

April through June – Report due July 30

July through September – Report due October 30

October through December – Report due January 30

18. 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.

19. 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.

20. Licenses, Permits, Certifications https://app.az.gov/

Procurement

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.

21. 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

https://app.az.gov/

Procurement

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

1.1.

1.2.

1.3.

1.4.

1.5.

1.6.

1.7.

1.8.

1.9.

1.10.

1.11.

“Attachment” means any item the Solicitation which requires the Offeror to submit as part of the Offer.

“Contract” means the combination of the Solicitation, including the 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.

"Contract Amendment" means a written document signed by the Procurement

Officer that is issued for the purpose of making changes in the Contract.

“Contractor” means any person who has a Contract with the State.

“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.

“Days” means calendar days unless otherwise specified.

“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.

“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.

“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.

“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.

“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.

https://app.az.gov/

Procurement

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 it’s 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.

https://app.az.gov/

Procurement

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,…