CTR066796_Contract_Documents.pdf

DocuSign Envelope ID: 776F0100-A198-4F25-8128-ED55E3A2E5D1

CTR066796

JULY 2318

7/18/2023

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: BPM005460

DESCRIPTION: Impact Crash Barrier Attenuators and Cable Barriers Systems

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.

Amar J. Greasham Procurement Officer Phone: 480-271-4072 Email: Agreasham@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: BPM005460 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Specifications 3

Special Terms and Conditions 9

Uniform Terms and Conditions 18

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 36

2 - Title VI/Non-Discrimination Assurances Appendix E 37

3 Department Locations 38

4 Quarterly Usage Report 40

SPECIFICATIONS

1. Statement of Need

1.1 Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for Impact Crash Barrier Attenuators and Cable Barriers Systems.

1.2 The Department intends this contract to supply replacement parts for various Impact Attenuators and Cable Barriers systems that comply with NCHRP 350 and MASH safety standards.

2. Introduction and Background

2.1 Brand Name Only

2.1.1. This is a Brand Name Only Specification, as set forth under A.A.C. R2-7-403 (A) of the

Arizona Procurement Code. The supplies/products in this Invitation for Bid that have been identified as Brand Name Only will only fulfill the Department’s needs.

2.1.2. The Department has determined the following proprietary Brand Name Only parts/products are required for the Impact Attenuators and Cable Barriers Systems:

Brand Name Manufacture/Contact System Type

Brifen USA Wire Rope Safety Fence Brifen USA Cable Barrier System

Hercules Safence by Gregory Industries Cable Barrier System

REACT 350 Family Trinity Highway Products, LLC/ Valtir, LLC Energy Absorption Systems

21110 REACT™ M Trinity Highway Products, LLC/ Valtir, LLC Energy Absorption Systems

ADIEM 350 Valtir, LLC Energy Absorption Systems

QuadGuard Elite M Wide (69") Valtir, LLC Energy Absorption Systems

QuadGuard Elite M10 (24 inch) Valtir, LLC Energy Absorption Systems

QuadGuard Elite M10 Wide (69") Valtir, LLC Energy Absorption Systems

QUADGUARD Family(2) Valtir, LLC Energy Absorption Systems

QuadGuard® M10 24in Valtir, LLC Energy Absorption Systems

Delta™ Crash Cushion TrafFix Devices Inc Impact Attenuator System

SCI 100 GM Smart Cushion Hill and Smith Inc. Impact Attenuator System

Energite III – Inertial Barrier System Valtir, LLC Inertial Barrier System

Universal – Inertial Barrier System Lindsay Transportation Solutions Inertial Barrier System

SCI Smart Cushion(1) SCI Products Inc MASH Barriers/Energy Absorption Systems

TREND Attenuators Trinity Industries MASH Barriers/Energy Absorption Systems

TAU-M Lindsay Transportation Solutions MASH Crash Cushion

Big Sandy TrafFix Devices Inc Sand Barrel Systems

CrashGard PSS (Plastic Safety Systems) Sand Barrel Systems

ENERGITE® III Valtir, LLC Sand Barrel Systems

3. General Requirements

3.1 All products shall meet all regulatory guidelines and comply to the most current version of:

3.1.1. Standard Specifications – The Department’s Standard Specifications for Road and Bridge

Construction, current edition including errata, and addenda, and Stored Specifications.

https://azdot.gov/business/contracts-and-specifications/specifications-pay-items-list

3.1.2. APL – The Department’s Approved Products List. https://azdot.gov/business/engineering-and-construction/product-evaluation-program

3.1.3. FHWA – Federal Highway Administration. https://highways.dot.gov

• Requirements for NCHRP-350 and MASH Crashworthy Work Zone Traffic Control Devices can be located on FHWA’s website.

3.1.4. AASHTO American Association of State Highway and Transportation Officials.

https://www.transportation.org/

3.1.5. ASTM American S ociety of Testing Materials standards is available per link:

http://www.astm.org/

3.1.6. Manufacturers' specifications/recommendations (as applicable)

3.2 Products shall be complete with all equipment and accessories necessary for safe and efficient operation. Products shall be delivered as a unit, certified and ready for immediate job site assembly within the State of Arizona.

3.3 It is intended that the manufacturer in the selection of components shall use material and design practices that are the best available in the industry for the type of operating conditions to which the item(s) will be subjected. All parts, equipment and accessories shall conform in strength, quality of material and workmanship to recognized industry standards.

3.4 The products shall not include a major component that is of a prototype nature or has not been in production for a sufficient length of time to demonstrate reliability.

4. Specific Requirements

4.1 Standard Impact Attenuator and Cable Barrier Material

4.1.1. All attenuator material shall be in full accordance with ADOT Standard Specifications

Section 702 Attenuation Devices and Sub-Section 910-2, except anchors and anchor bolts shall conform to the requirements in Section 1012 and ADOT Construction Standard Drawings C-10 Series, May 2007 edition and revisions and updates there to.

• Reference to ARTBA in this section shall mean the current edition and https://app.az.gov/ https://www.transportation.org/ http://www.astm.org/ supplements to the AASHTO publication AASHTO-AGC-ARTBA Task Force 13 Report “A GUIDE TO STANDARDIZED HIGHWAY BARRIER HARDWARE”.

4.2 Three-Strand Median Cable Barrier and Anchors

4.2.1 Certificates of Compliance for all components of Three-Strand Median Cable Barrier and Anchors as described herein, conforming to the requirements of Standard Specifications, Subsection 106.05, shall be submitted with the material.

4.2.2 Cable shall be 3-strand (seven (7) wires per strand) in accordance with the requirements of ASHTO M30, Type 1, with a minimum tensile strength of 25,000 psi.

4.2.3 Cable fittings shall develop the full strength of a single cable or cable assembly, as follows:

Single Cable Assembly: Minimum Tensile Strength = 25,000 lbs.

Three-Cable Anchor Assembly: Minimum Tensile Strength = 100,000 lbs.

4.2.4 Spring compensating devices shall have a springe rate of 450 pounds per inch plus or minus fifty (50) pounds per inch and a total “throw” of six (6”) inches minimum.

Designs for combination or single unit compensating devices and turnbuckle assemblies shall be submitted for approval.

4.2.5 Other fittings shall be in accordance with standard manufacture specifications, and shall be free from flaws or defects that would impair their use or durability.

4.2.6 Materials designated as “Cast Steel” shall conform to the requirements of ASTM A27, Grade 65-35.

4.2.7 Materials designated as “Malleable Iron” shall conform to the requirements of ASTM A 47, Grade No. 35018.

4.2.8 Hook bolts shall develop an ultimate pull-open strength of 500 pounds to 1000 pounds applied in a direction normal to the longitudinal axis of the post

4.2.9 All metal fittings, except wedge, required by the plans to be galvanized, and all forged cast fittings, shall be galvanized after fabrication in accordance with ASTM A 123.

4.2.10 Steel posts, post plates, rods and anchor assemblies shall conform to the requirements of ASTM A 36.

4.2.11 After fabrication all steel shall be galvanized to meet the requirements of ASTM A 123.

4.2.12 Bolts, Nuts and Washers – All bolts, nuts and washers shall be galvanized in accordance with ASTM A 153.

• Bolts shall conform to the requirements of ASTM A 307

• Hex nuts shall conform to the requirements of ASTM A 563

• Washers shall conform to requirements of ASTM F 844

4.3 Proprietary Median Cable Barriers

• CASS 3-Wire Median Cable Barrier Trinity Industries

4.3.1 Only C-post system is approved through ADOT PRIDE New Product Committee and is on the Approved Products List (APL).

4.4 Proprietary Median Cable Barriers and Impact Attenuators

Brand Name System Type

ADIEM 350 Energy Absorption Systems

Brifen USA Wire Rope Cable Barrier System

Big Sandy Sand Barrel Systems

CrashGard Sand Barrel Systems

Energite III Inertial Barrier System

QuadGaurd Family Energy Absorption Systems

REACT 350 FAMILY Energy Absorption Systems

SCI Smart Cushion MASH Barriers/Energy Absorption Systems

Trend Attenuators MASH Barriers/Energy Absorption Systems

Universal Inertial Barrier System

NOTE: (1) Includes SCI 100 GM Smart Cushion MASH TL3 compliant. May be specified as a sole source when meeting the criteria in the July 9, 2009 Crash Cushion Selection procedure.

(2) Includes QuadGuard M10 Narrow – 24”, 30” and 36” widths MASH TL2 compliant for 13’ configuration and MASH TL3 compliant for 22’ configuration. M10 Wide – 69” and 90” widths MASH TL2 compliant for 13’ configuration and MASH TL3 compliant for 22’ configuration.

4.4.1 All items on this list are proprietary and have been previously approved through the ADOT

PRIDE New Product Committee and have been listed on the Approved Products List (APL).

4.5 Line Item and Catalog Pricing

4.5.1 The contractor shall provide fixed pricing for the core list of parts in Attachment No.6. In addition to the core list of parts the Contractor shall provide, in Attachment No.7, percentage (%) discounts off an established catalog or manufacture’s list price for all other miscellaneous parts, material and hardware for impact attenuators and cable barrier systems not identified. Multiple percentage (%) discount structures are acceptable. The Contractor shall specify where different percentage (%) discounts apply.

• The quantities listed for parts identified by manufacture in Attachment No. 6, are for evaluation purposes only and do not reflect the quantity of parts or part numbers to be purchased during the life of the contract.

• Miscellaneous parts and materials shall include but are not limited to:

nuts, bolts, washers, epoxy materials, tools for all manufacturers’ parts and materials.

4.5.2 An established catalog or manufacture’s list price shall be defined as one that:

• is regularly maintained by a manufacturer, distributor or contractor;

• is either published or otherwise available for inspection by contract customers;

and states prices at which sales are currently or were last made to the contractor’s general contract buying public for the items involved.

4.5.3 The Department reserves the right to add new products that meet MASH Specifications to the Contractor’s Discount Catalog These products shall be subject to the same discounts, as like products already available in the Discount Catalog. Percentage discounts shall apply to all current and future part numbers supplied in published catalogs and price lists.

4.5.4 Catalogs and Price Lists shall be made available either in electronic or web based formats upon request from the Department. The Department, at its sole discretion, may maintain the contractor's electronic price lists and catalog data or provide electronic links to it through the Arizona Procurement Portal (APP),web-site: appstate.az.gov

4.6 Delivery

4.6.1 The Contractor shall contact the maintenance unit identified on the Purchase Order (PO) at least 24 hours prior to delivery.

4.6.2 Delivery is critical to the continued safety of the motoring public. Contractor shall deliver equipment and accessories within seven (7) calendar days of receipt of order (ARO) unless an alternate date is agreed upon by both parties at time of order.

• The Contractor shall notify the Department at time of order or when delay is identified if delivery will not meet the required timeframe.

• The Department reserves the right to make changes to product, quantities and delivery schedule.

4.6.3 The Contractor shall deliver items anywhere within the State of Arizona. The delivery location will be specified on the Purchase Order. Refer to Exhibit 3, Department Locations.

4.6.4 The Departments delivery hours are 7:00 A.M. to 3:00 P.M. Monday thru Thursday, with the exception of the following delivery locations:

Location Hours of Operation Days of Operation Tucson 7:00 A.M. to 2:00 P.M Monday- Friday Flagstaff 7:00 A.M. to 4:00 P.M Monday-Friday

4.6.5 At its discretion the Department may choose to pick the product up at the Contractor location.

4.7 Freight

4.7.1 Product may be shipped by freight.

4.7.2 Freight cost shall be pre-approved by the ordering District Unit and noted on the invoice.

5. Contractor’s Responsibilities

5.1 The Contractor shall notify the Department, in writing, of any changes to its business that may affect the delivery and supply of impact crash barrier attenuators, cable barrier systems and accessories requested in this contract.

5.2 The Contractor shall notify the Department immediately of any manufacturer or design changes that alter the product(s) specifications.

6. Department’s Responsibilities

6.1 The Department may perform periodic inspections to ascertain Contractor’s compliance with the contract requirements. The Department reserves the right to inspect the product and return for replacement, at no charge to the Department, if any materials that do not meet minimum safety standards and requirements.

6.2 The Department will notify the Contractor of order cancellation, within 24-hours of agreed upon ship date.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

6. SHIPPING TERMS

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

7. DELIVERY

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

Delivery of the product does not constitute acceptance.

8. INSPECTION AND ACCEPTANCE

Each item delivered shall be subject to a complete inspection by the Department within five (5) days after delivery. Inspection criteria shall include, but not be limited to, conformity to the specifications, workmanship, quality and materials.

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

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

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

9. INVOICING and PAYMENT

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

• Department Location’s Name and Address

• Vendor Name, Remit to Address and Contact Information

• Contract Number

• Purchase Order Number

• Invoice Number and Date

• Date the items were shipped to the Department

• Contract Line Item Number

• Line Item Description or Item or Service

• Quantity Purchased

• Line Item Unit of Measure

• Price per Unit and Total per Unit

• Catalog or Other Discount (if applicable)

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

• Applicable taxes

• Applicable Shipping/Freight Charges

• Total Invoice Amount Due

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

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

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

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

10. ESTIMATED USAGE

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

11. PRICE REDUCTION

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

12. PRICE INCREASE

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

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

13. SAFETY STANDARDS

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

14. WARRANTY

The Contractor warrants:

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

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

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

15. CURRENT PRODUCTS

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

16. PRODUCT DISCONTINUANCE

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

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

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

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

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

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

17. CONTRACT ADMINISTRATION

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

18. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group

1655 W. Jackson Street, MD 100P Phoenix, Arizona 85007-3276

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

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

19. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

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

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

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

20. INDEMNIFICATION CLAUSE

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona.

21. INSURANCE

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

21.1 Insurance Requirements

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

21.1.2 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.

Minimum Scope and Limits of Insurance

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

21.1.3 Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000

• Products – Completed Operations Aggregate $1,000,000

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $50,000

• Each Occurrence $1,000,000

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

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

21.1.4 Business Automobile Liability

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

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

a. Policy shall be endorsed, as required by this written agreement, to include the

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

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

21.1.5 Workers’ Compensation and Employers’ Liability

• Workers' Compensation Statutory

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

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

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

21.2 Additional Insurance Requirements

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

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

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

21.3 Notice of Cancellation

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

21.4 Acceptability of Insurers

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

21.5 Verification of Coverage

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

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

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

21.5.3 The certificate shall state that the insurance applies to any and all work performed for or on the behalf of the State of Arizona/ADOT shall be noted on the certificate of insurance.

21.6 Subcontractors

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

21.7 Approval and Modifications

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

21.8 Exceptions

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

22. USAGE REPORT

The Contractor shall furnish the Department a quarterly report showing purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 4. Usage reports shall be submitted to the Procurement Officer no later than 30 days after the end of each quarter.

Usage report quarters shall be defined as follows:

• January through March – Report due April 30

• April through June – Report due July 30

• July through September – Report due October 30

• October through December – Report due January 30

23. 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 Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract Amendments.

1.3. "Contract Amendment" means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

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

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

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

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

1.8. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.9. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.10. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.11. “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

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

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

1.14. “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any Materials or any Services required for the performance of the Contract.

1.15. “Subcontractor” means a person who contracts to perform work or render Services to a Contractor or to another Subcontractor as a part of a Contract with the State.

2. Contract Interpretation

2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.

2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below:

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

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

2.4. Relationship of Parties. The Contractor under this Contract is an independent

Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

2.6. No Parol Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

2.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

3. Contract Administration and Operation

3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain any and all Data and other “records” relating to the acquisition and performance of the Contract for a period of five (5) years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Order Nos.

2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when required by Federal or State law.

3.3. Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five

(5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547. The State shall also have the right to test, at its own cost, the Materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the Materials or Services. If the State determines non-compliance of the Materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation, stated in the Contract, or listed on the State’s eProcurement system. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

3.7. Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in relation to any Materials and Services offered under the Contract, with a view to reducing State costs and improving the quality and efficiency of the provision of Materials or Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

3.8. Other Contractors. State may undertake on its own or award other contracts to the same or other suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the related work by others. Where the Contract requires handing-off Contractor’s work to others, Contractor shall cooperate as State instructs regarding the necessary transfer of its work product, Materials, Services, or records to State or the other suppliers.

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

3.9. Ownership of Intellectual Property

3.9.1. Rights In Work Product. All intellectual property originated or prepared by Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvements thereto, including Contractor’s administrative communications and records relating to the Contract, are considered work product and Contractor’s property, provided that, State has Government Purpose Rights to that work product as and when it was delivered to State.

3.9.2. “Government Purpose Rights” are:

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

3.9.2.2. the right to release or disclose that work product to third parties for any State government purpose; and

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

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

3.9.4. Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.

3.9.5. Pre-existing Material. All pre-existing software and other Materials developed or otherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph

3.9.1 above, and will remain the exclusive property of Contractor, provided that:

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

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

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

3.9.6. Developments Outside Of Contract. Unless expressly stated otherwise in the Contract, this Section does not preclude Contractor from developing competing Materials outside the Contract, irrespective of any similarity to Materials delivered or to be delivered to State hereunder.

3.10. Property of the State. If there are any materials that are not covered by Section 3.9 above created under this Contract, including but not limited to, reports and other deliverables, these materials are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State.

3.11. Federal Immigration and Nationality Act. Contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract. Further, Contractor shall flow down this requirement to all Subcontractors utilized during the term of the contract. The State shall retain the right to perform random audits of Contractor and Subcontractor records or to inspect papers of any employee thereof to ensure compliance.

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

3.12. E-Verify Requirements. In accordance with A.R.S.