CTR069549_Contract_Documents.pdf

DocuSign Envelope ID: D00AEEA9-B7F6-473F-A66A-B74E741BD9CC

19 January

1/19/2024

CTR069549

Rev. 05/2023

Procurement

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

INVITATION FOR BID

SOLICITATION NUMBER: BPM005891

DESCRIPTION: Highway Litter Pick-up and Disposal Services

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.

Sage Brenner Procurement Officer Phone: (602) 712-8860 Email: sbrenner@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 Opportuni ty 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) 712-7466. 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:sbrenner@azdot.gov

TABLE OF CONTENTS

Sol icitation No: BPM005891 Avai lable onl ine at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 15

Uniform Terms and Conditions 24

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 41

2 - Title VI/Non-Discrimination Assurances Appendix E 42

3 - Work Location Map 43

4 - Litter Hotspot Locations 44

5 - Daily Work and Traffic Control Activities Report 46

6 - Task Assignment Form 48

7 - Vendor Performance Report 50

8 - Safety Program Plan Requirements 51

9 - Quarterly Usage Report 52

SCOPE OF WORK

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for Highway Litter Pick-Up and Disposal Services across the state.

1.2. The Department has a need for scheduled highway litter pickup and disposal services for multiple Hot-spot locations, as well as on-call services at various locations throughout the state.

1.3. The service areas shall include the following Arizona Department of Transportation Districts:

1.3.1. Northwest

1.3.2. Northcentral

1.3.3. Northeast

1.3.4. Southeast

1.3.5. Southcentral

1.3.6. Southwest

2. Introduction and Background

2.1. Litter on and along State highways present safety concerns for travelers, produce negative environmental impacts, and affect tourism by detracting from the enjoyment of traveling in Arizona. Services rendered under this contract will allow for the targeted litter removal of highly visible routes throughout the state, as well as on-call pick-up services.

2.2. This work shall not include the handling of biohazardous materials.

2.3. The Contractor shall be ready to provide services within 14 days of contract award.

3. General Requirements

3.1. Work Locations

3.1.1. All work shall be performed along the Department’s Right-of-Way (ROW) in various locations throughout the state. Refer to Work Location Map, Exhibit 3, and Statewide Litter Hot-Spot Locations, Exhibit 4.

3.1.2. Work areas shall include all areas within the ROW fences including channels. Paved roadways areas open to public vehicular traffic are excluded from the scope of services.

3.1.3. The Contractor may be required to service Department owned property immediately outside the ROW fence. Also, certain pedestrian areas and walkways shall be the responsibility of the Contractor.

3.2. Tribal Lands

3.2.1. Some work areas may be located in Native American Tribal Communities. A project which is located within Native American Tribal Land, may subject the Contractor to the laws and regulations of that Tribal Nation.

3.2.2. The Contractor shall make themselves aware of and adhere to all Tribal rules and regulations, including any labor requirements, taxes, equipment, fees, licenses, permits or conditions that may be imposed by the Native American Community or Reservation for work performed at these locations.

3.2.3. Any such permits and/or conditions that result in additional costs that are beyond the original scope of this contract will be considered for direct reimbursement by the Department on a case-by-case basis. Such costs will normally be considered by the Department as a direct expense that has no allowance for overhead or handling costs.

The Contractor will only be able to be reimbursed per the actual cost of that additional cost.

3.3. National Forest Lands

3.3.1. Some work areas may be located in the National Forest. The Contractor must adhere to the National Forest Services rules and regulations. Refer to the following link:

https://www.fs.usda.gov/about-agency/regulations-policies/laws-regulations

3.4. On‐Call Litter Pick Up Services – Task Assignment

3.4.1. The Department will notify the Contractor of required on call services, by phone or email, by issuing a Task Assignment, Exhibit 6, advising the contractor of the work location and the specifics in detail for the work being requested.

3.4.2. Within five (5) business days of issuance of the Task Assignment, the Contractor shall provide the Project Manager with a quote. The quote shall be submitted by email or in person. This response shall include verification of the work items and quantities, work schedule, number of crew members, number of hours, equipment required, and a quote of the total cost to perform the service.

3.4.3. The Contractor shall begin work as indicated on the Task Assignment.

3.4.4. No work shall begin until the Task Assignment is approved by the Department and a

Purchase Order for the project is issued to the Contractor. Deviation from the amount reflected on the quote which results in an increased cost to the Department shall be approved in writing by the Project Manager prior to any such deviations in work.

3.4.5. Any work that is done by the Contractor without prior authorization shall not be eligible for payment.

https://www.fs.usda.gov/about-agency/regulations-policies/laws-regulations https://app.az.gov/

Procurement

3.5. Scheduled Litter Hot-Spots

3.5.1. The Department has identified litter hot-spots throughout the state. These locations will require a scheduled pick up as identified on the Litter Hot-Spot Locations, Exhibit 4.

3.5.2. The miles indicated for each location shall be broken down within 12 visits. For example: The location listed for Hot spot, Urban Non-Interstate Miles for Prescott Valley has 71.78 miles. Each visit will require 5.98 miles to be serviced.

3.5.3. The Department will notify the Contractor via the task order process outlined above for scheduled work under this contract.

3.5.4. At a minimum, each Crew for scheduled litter services shall have two (2) crew members, one of which will be the truck operator. If needed, the Department reserves the right to adjust the number of Crew members for scheduled litter services.

3.6. Work Schedule

3.6.1. The Contractor shall provide the Project Manager with a work schedule. The work schedule shall correspond to the Department’s hours, seasonal weather conditions, holidays and high traffic volume weekends, and applicable requirements of the Task Assignment issued by the Department. Work shall be performed Monday through Friday. No work shall be performed on weekends or State Holidays without prior written approval of the Project Manager.

3.6.2. All Contractor generated plans and schedules are subject to Project Manager approval. The Department reserves the right to make adjustments in the schedule at any time to avoid conflict with highway construction or maintenance operations or to better serve the Department’s needs. Any changes requested by the Contractor to the schedule and/or plan must be submitted to the Project Manager for review and approval.

3.6.3. The Contractor shall adhere to the approved work schedule and plan unless circumstances occur which are beyond the control of the Contractor. If work is not completed per the schedule and/or plan, a written report to the Project Manager shall be submitted explaining why the work was not completed.

3.6.4. This report shall be made within the first working day of the following week. A plan for getting back on schedule shall be contained within this report.

3.6.5. If the Contractor’s action or non-action is judged to be the reason for the problem, the Department may require the Contractor to assign additional personnel, and equipment to get the project back on schedule. Any additional costs associated with this assignment of additional resources (e.g. overtime, equipment rental) to the project that are beyond the scope of this contract will be borne solely by the Contractor.

3.6.6. The Contractor shall be responsible for verifying the scope of work prior to the start of any project. Any changes to the scope encountered once the project begins shall be immediately brought to the attention of the Project Manager. The changes must be reviewed and approved before work proceeds. All work schedules and plans shall conform to the applicable requirements.

3.6.7. If deemed necessary by the Department, identified hot spot work areas may be subject to change. The Department will notify the Contractor of any work area changes three (3) calendar days in advance.

3.6.8. District hours of operation are as follows and subject to change:

3.6.8.1. Northwest District:

3.6.8.1.1. 7:00 A.M. to 4:00 P.M., Monday through Friday

3.6.8.2. Southwest District:

3.6.8.2.1. 6:00 A.M. to 4:30 P.M., Monday through Thursday

3.6.8.3. Northcentral District:

3.6.8.3.1. 7:00 A.M. to 4:00 P.M., Monday through Friday

3.6.8.4. Southcentral District:

3.6.8.4.1. October-March 6:00 A.M. to 2:30P.M., Monday through Friday

3.6.8.4.2. April-September 5:00 A.M. to 1:30 P.M. Monday through Friday

3.6.8.5. Northeast District:

3.6.8.5.1. 6:00 A.M. to 4:30 P.M., Monday through Thursday

3.6.8.6. Southeast District:

3.6.8.6.1. Globe, Superior, Roosevelt, Douglas and Three Way 6:00 A.M. to 4:30 P.M. Monday through Thursday

3.6.8.6.2. Willcox and Safford 6:00 A.M. to 2:30 P.M. Monday

through Friday

4. Specific Requirement

4.1. Work Details

4.1.1. The Contractor shall collect all trash, which may include but is not limited to paper, litter, refuse, rubber, advertising signs (excluding signs for political candidates) on fences or posts, bicycles, and shopping carts.

4.1.2. Any Items that exceed 75 pounds shall be identified on the Daily Work and Traffic Control Activities Report, Exhibit 5, and be reported to the appropriate project manager with two (2) hours. The Department will be responsible for trash items exceeding 75 pounds.

4.1.3. Any items the Contractor is unable to pick-up shall be identified on the Daily Work and Traffic Control Activities Report, Exhibit 5.

4.1.4. Any items weighing more than 50 pounds will require more than one (1) crew member.

4.1.5. For the continuous and ongoing safety of the Contractor’s employees, the Contractor’s truck and operator shall remain near their employees at all times and shall have a means to maintain communication with all employees at all times.

4.1.6. When not transporting other crew members, the vehicle operator shall perform litter pick up services.

4.1.7. Any material onsite where an individual is claiming ownership to the property shall not be removed.

4.1.8. All litter collected shall become the property of the Contractor and shall be disposed of in a legal manner.

4.1.9. All litter bagged by the Contractor shall be picked up and removed from the ROW on the same day of collection. The Contractor shall also collect and dispose of any bagged and loose refuse that may have been left by other entities, excluding Adopt-a- Highway.

4.1.10. The Contractor shall be responsible for the disposal of all trash collected. Disposal shall be in a legal manner. The Contractor’s disposal fees will be paid for by the Department as a pass-through cost. A clear weigh ticket shall be submitted to the Department within the next business day that includes date and time stamps for the Contractor to be reimbursed. If disposal fees are anticipated, the Department shall indicate this on the Task Assignment and the Contractor shall provide an estimated quote for the fees on the Task Assignment.

4.1.11. The Contractor shall utilize a landfill that is reasonably close to the work location. The

Department will not pay for laborer fees when transiting to, from, and unloading at dump site.

4.1.12. Contractors will be paid from the time they arrive, to the time they leave the work site.

4.2. Rubber Tires

4.2.1. Rubber tires and tire pieces shall be collected, kept separate, and disposed of at an

ADEQ approved Waste Tire Collection Site. The Department will provide reimbursement for rubber tires and tire pieces dump fees to complete the assigned work. Upon completion, the Contractor shall submit all necessary receipts for tire and tire pieces disposal. The Contractor shall be reimbursed only for the actual cost incurred to the Contractor.

4.3. Corrective Re-Work

4.3.1. The Department shall notify the contractor, verbally and in writing, of any deficiencies found within the contract limits. If deficiencies are noted, the Department will submit a Vendor Performance Report, Exhibit 7, to the Procurement Officer, Identifying the contractual deficiency and the expected resolution. A copy will be furnished to the

4.3.2. When written notice of performance deficiencies is delivered to the Contractor, the Contractor shall, at no cost to the department, correct the deficiencies to the approval of the Department.

4.3.3. Repeated deficiencies or Contractor’s failure to improve documented performance deficiencies may result in the termination of the contract by the Department. The Contractor shall implement corrective action on any unacceptable conditions in a professional manner and at no additional cost to the Department.

4.4. Equipment

4.4.1. The Contractor shall provide a minimum of one (1) vehicle per crew that has the capacity to transport one (1) full crew and one (1) day’s worth of trash, not to exceed two (2) tons.

4.4.2. 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 "backup" equipment to provide uninterrupted service when equipment breakdown occurs.

4.4.3. The Department reserves the right to inspect equipment at any time and require the replacement of any that does not meet minimum serviceability standards. The Contractor shall maintain a listing of equipment meeting these requirements. This equipment list shall be available for the Department when performing these services under this contract.

4.4.4. The Contractor shall be solely responsible for any equipment breakdown repair cost associated with this service.

4.4.5. Contractor’s equipment used in the execution of this contract shall comply with all applicable local, state, federal, and tribal laws, statutes, ordinances, rules and regulations, and the acts, codes, orders and decrees of any administrative bodies, councils or tribunals.

4.4.6. All vehicles and trailers must be maintained in good repair, appearance, and sanitary conditions at all times. Truck beds and trailers shall be tight and have enclosed sideboards and covered tops capable of containing the refuse collected. Equipment, machinery, component or system failures that affect the safe operation of any equipment shall be corrected prior to using the equipment.

4.4.7. All factory supplied safety equipment and roadside maintenance equipment shall be present and operational on the vehicle including but not limited to spare tire and tools.

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

4.4.9. Vehicles used within the scope of this contract shall be equipped with top‐mounted, amber rotating beacon light(s) that shall be in operation at all times while equipment is operated within the Department’s right‐of‐way. Rotating amber beacon lights shall be equal to code three, 6105 rectangular and/or 550 round for uniformity. Lights shall be visible from all directions for a distance of 500 feet to the oncoming traffic at all times and not be blocked by material in truck beds and trailers.

4.5. Reports

4.5.1. The Contractor shall complete the Daily Work & Traffic Control Activity Report, Exhibit 5, and deliver it daily to the applicable Project Manager. This report may be modified at any time to meet the needs of the Department.

4.5.1.1. The report shall include, but not limited to, the following:

• Contract name and number

• Date

• Route

• Beginning and ending mileposts

• Names of employees

• Work schedules

• Equipment details

• Pertinent information

• Any accidents or incidents

• Vandalism

• Unusual Occurrences

• Victims, suspects or witnesses information (Name, address, license plate number, physical description, vehicle description)

4.5.2. The Contractor shall immediately notify the Department of any accidents, incidents or unusual occurrences and note them on the Daily Work & Traffic Control Activity Report.

4.5.3. The Contractor shall submit a copy of the weight ticket with the Daily Work Report.

4.6. Safety, Sanitary, & Health Conditions

4.6.1. All Contractor personnel shall wear white hard hats of an OSHA approved type and high visibility safety vests (type III), safety toed shoes, work gloves and long pants while working within the contract area limits.

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

4.6.3. 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 and safety.

4.6.4. The Contractor shall submit a copy of a Safety Plan prior to the work commencing.

Work shall not begin until the Safety Plan is approved. The safety plan shall comply with the requirements of OSHA and the State Occupational Safety Standards. Refer to Safety Plan Program Requirements, Exhibit 8.

4.7. WORK COMMENCEMENT MEETING

4.7.1. Prior to commencement of work, the Project Manager may arrange a meeting with the Contractor to discuss operational plans for execution of the contracted work. At or prior to this meeting, the Contractor should submit the Personnel List, Work Schedule, and Safety Plan.

4.8. SUSPENSION OF WORK

4.8.1. The Contractor shall suspend operations if weather or road conditions are such that or work conditions are such that work operations cannot be carried out in a safe and effective manner, or will pose environmental hazard. This includes seasonal conditions and/or conditions beyond the Department’s control such as excessive water flow in the roadside ditches, culverts, and etc. If such suspension occurs, the Contractor shall immediately notify the Project Manager.

4.8.2. The Project Manager may suspend work operations at any time, when in their judgment, present or impending conditions are such that the work cannot be carried out in a safe and effective manner.

4.8.3. The Project Manager shall immediately suspend operations when work performance is observed in violation of safety rules, regulations or practices. Violation of safety rules, regulations or practices may be considered grounds for termination of the contract.

5. Contractor’s Responsibilities

5.1. The Contractor shall furnish all necessary labor, tools, equipment, proper personal protective equipment (PPE) supplies, material hauling and disposal services necessary to effectively perform the required services.

5.2. All persons engaged in the performance of work under this contract shall be, unless otherwise approved by the Department, direct bona fide employees 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 for specialty services.

5.3. 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.

5.4. Personnel List – Prior to the start of each Task Assignment, the Contractor shall provide the Department with a personnel list to include the names and contact numbers of all full-time, part-time, relief and back-up personnel with their respective scheduled work days and work hours.

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

5.6. The Contractor shall be responsible for any highway property damaged by work operations.

5.7. 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.

5.8. Contractor’s Employees

5.8.1. 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.

5.8.2. All Contractors’ employees shall be in compliance with all Occupational Safety and

Health Administration (OSHA) and other State, Federal and Local regulatory agency requirements.

5.8.3. 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.

5.8.4. Employees shall have an identification badge or patch that contains the Contractors name and employee’s name, at times while on duty. The identification badge shall be worn on the outer garment.

5.8.5. Due to the nature of the work performed, Contractor employees, in a sense, will represent the State to the motoring public. Employees shall treat motorists in a friendly, courteous manner. Employees should keep well informed on local road conditions, detours, points of interest, and services available, but shall refrain from recommending any retail service over another.

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

5.8.7. Parking of employee’s personal vehicles within the Right‐of‐Way will not be permitted.

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

5.8.9. The Contractor and Contractor’s 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.

5.8.10. Employees are prohibited from having firearms or weapons in their possession while on duty.

5.9. Language Requirement

5.9.1. At least one of the Contractor’s On-Site Crew Members and additional personnel as deemed necessary by the Department must be literate and fluent in the English language. This is not meant to require that all Contractor’s personnel speak, read, and write English.

5.9.2. This requirement is necessary due to the following reasons which include, but are not limited to:

● Warnings of emergencies and hazards

● Preparation of reports

● Communication with Department personnel

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

5.10. The Contractor’s On-Site Crew Members shall immediately notify the Department Project

Manager of any unusual activity, safety or project concerns on-site.

5.11. Communication

5.11.1. The On-Site Crew Members shall possess a means of communications with the Project

Manager in advance of and while performing any work under this contract. This form of communication may be cellular telephone with hands-free capability, at no cost to the Department.

5.11.2. If the work location is within an area that is known to not receive cellular signal, communication shall be agreed upon by the On-Site Crew Members and the Project Manager.

5.11.3. The Contractor shall provide the Project Manager with names and telephone numbers of all supervisory personnel who will oversee this contract. The supervisory personnel shall assist the Department in coordinating operational requirements.

6. DEPARTMENT’S RESPONSIBILITIES

6.1. Acts of Nature

6.1.1. The Department will be responsible for all damage caused by acts of nature. If the damage is so severe that extended closure of the roadway is necessary, the Contractor’s duties and compensation may be suspended for the closure period.

6.2. Inspection

6.2.1. The Department will perform periodic inspections to ensure compliance with contract requirements.

6.3. Work Acceptance

6.3.1. The Department will determine the acceptability and quality of any work performed under the contract.

6.4. The Department will be responsible for the standard work, policies, and procedures, in requesting trespassers to vacate state property.

6.5. If deemed necessary, the Department will furnish any roadway traffic control.

SPECIAL TERMS AND CONDITIONS

https ://app.az.gov/

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. 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.

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. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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."

14. 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.

15. 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.

16. 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.

17. 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.

Insurance Requirements

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.

Minimum Scope and Limits of Insurance

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

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

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.

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

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

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.

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.

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).

Contractors Pollution Liability

For losses caused by pollution conditions that arise from the operations of the Contractor as described in the Scope of Services section of this Contract.

• Per Occurrence $1,000,000

• General Aggregate $2,000,000

a. Coverage must be identified specific to the operations as described in the Scope of Services in this Contract.

b. Must include coverage for pollution losses arising out of completed operations.

c. Pollution coverage must apply to all locations utilized for the acceptance, storage, or disposal of any hazardous materials.

d. The policy is to be written on an “occurrence” basis with no sunset clause. In the event that the Pollution Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract. That either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of ten (10) years beginning at the time this Contract is terminated.

e. Pollution coverage must apply to all phases of the work described in the Scope of Services in this Contract.

f. The policy shall include coverage for bodily injury, sickness, disease, mental anguish, or shock sustained by any person, including death and medical monitoring costs.

g. The policy shall include coverage for property damage, and physical damage to, or destruction of, tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically damaged or destroyed including diminution in value.

h. For losses that arise from the facility, coverage shall apply to sudden and non-sudden pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants, into or upon land, atmosphere, or any watercourse or body of water which results in cleanup costs, bodily injury or property damage.

i. The policy shall include coverage for environmental damage including physical damage to soil, surface water, ground water, plant, or animal life, caused by pollution conditions and giving rise to cleanup costs.

j. The policy shall include defense including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages.

k. The policy shall include coverage for asbestos and lead, mold, with no exclusions.

l. The policy shall include Non-Owned Disposal Site coverage.

m. 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.

The 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 the Contractor.

Additional Insurance Requirements

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

• 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).

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

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).

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.

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.

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.

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.

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.

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.

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.

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.

18. 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 Departments.

19. 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

20. LICENSES, PERMITS, CERTIFICATIONS

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

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…