CTR071340_Contract_documents.pdf

Procurement

OFFER AND ACCEPTANCE

OFFER

TO THE STATE OF ARIZONA:

The undersigned hereby offers and agrees to perform in compliance with all terms, condiDons, specificaDons and amendments of this solicitaDon and any wriFen excepDons in the offer. Signature also acknowledges receipt of all pages indicated in the Table of Contents.

By signature in the Offer secDon above, the Offeror cerDfies that the submission of the Offer did not involve collusion or other anDcompeDDve pracDces.

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

Offeror (Company) Name Signature of Person Authorized to Sign Offer

Address Printed Name Date

City State Zip Title

Email Address Phone Number

Company Email Address Fax Number

Solicitation No: BPM006062 Available online at hFps://app.az.gov

Page of 1 2

Rev 04/2020

662-566-2025

662-566-2025

ACCOUNT MANAGER

03/25/2024ALICE K BINGHAM

info@k-ksystems.com ali@k-ksystems.com

TUPELO, MS 38801

687 PALMETTO ROAD

K & K SYSTEMS, INC.

DocuSign Envelope ID: 74D8EE16-4E82-4285-8467-7BB12FA0C664 https://app.az.gov

OFFER AND ACCEPTANCE

The Contractor is now bound to perform based upon Contract Number _________________________________including all terms, condiDons, specificaDons, amendments, etc., and the Contractor's offer as accepted by the state.

The Contractor is hereby cauDoned not to commence any billable work or provide any material, service or construcDon under this contract unDl contractor receives a purchase order document.

State of Arizona

EffecDve this day of 20

Procurement Officer Awarded Date

Solicitation No: BPM006062 Available online at hFps://app.az.gov

Page of 2 2

Rev 04/2020

DocuSign Envelope ID: 74D8EE16-4E82-4285-8467-7BB12FA0C664

CTR071340

24th April 24

4/24/2024 https://app.az.gov

Rev. 05/2023

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

INVITATION FOR BID

SOLICITATION NUMBER: Truck Mounted Variable Message Signs

DESCRIPTION: BPM006062

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Tom Kornell Procurement Officer Phone: 602-712-8520 Email: Tkornell@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) 712-7466. 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/

TABLE OF CONTENTS

SECTION PAGE

Notice 1

Table of Contents 2

Specifications 3

Special Terms and Conditions 10

Uniform Terms and Conditions 20

EXHIBITS

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

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

3 - Quarterly Usage Report 39

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 Truck-mounted Variable Message Sign (VMS).

2. Introduction and Background

2.1. The Department intends to establish a term contract to provide Truck-mounted VMS along with additional repair service and parts on an as-needed basis as described in the Specifications.

3. General Requirements

3.1. The equipment supplied shall consist of all the materials and fabrication services necessary to provide the Department with the individual pre-assembled truck-mounted signs so they are ready for installation in the field. All materials and assemblies shall meet or exceed the specification requirements and shall conform to the applicable State requirements referenced in section 3.3.

3.2. The equipment shall be a standard model of a manufacturer with experience in the production of programmable message sign boards equipped as necessary to meet the requirements of the Specification. All workmanship and materials shall be of good quality and design. All equipment shall be identical in all aspects of design and manufacture.

3.3. The equipment shall conform to all current applicable Federal Motor Vehicle Safety Standards

(FMVSS), Occupational Safety and Health Administration (OSHA), Environmental Protection Agency (EPA), Manual on Uniform Traffic Control Devices (MUTCD) and Arizona Motor Vehicles Division (MVD) regulations and to all National Electrical Manufactures Association (NEMA) and other industry standards in effect at the time of delivery.

3.4. All dimensions, weights, wire or metal gauges, or other factors expressed numerically in this

Specification are to be considered as nominal (+/- 10%) requirements unless indicated otherwise by the words "Minimum", "Maximum", or "Exactly". Where brand names, with or without arrangement numbers, are mentioned, it is to be understand that brand name or equal is intended.

3.5. In all instances where the Specification requires lockable enclosures or compartments, if the

Contractor installs cylinder type locks, all locks shall be keyed alike and three keys shall be supplied with each unit. If padlock latches are installed, the Department will supply padlocks.

3.6. The equipment will be used statewide at elevations from near sea level to 10,000 feet and in ambient temperatures ranging from -30 to 120 degrees Fahrenheit (F). The equipment will also be used in rain, snow, blowing dust and other inclement weather. All components of the equipment shall remain operational under these conditions.

3.7. The Contractor shall be a manufacturer or dealer for manufacturer of truck-mounted VMS signs.

The Contractor shall be able to deliver to the Department and provide service, repair and warranty repair in a timely manner.

4. Specific Requirements

4.1. Truck-Mounted VMS – Programmable PCMS

4.1.1. Display Panel

4.1.1.1. The message sign outer framework/cabinet shall be fabricated of aluminum.

Dimensions noted are nominal expressions (+/- 5%).

4.1.1.1.1. Length – 58 to 75 in.

4.1.1.1.2. Height – 35 to 42 in.

4.1.1.1.3. The display side of the message sign framework/ cabinet shall be of clear UV stabilized polycarbonate material designed to protect the LED display panels from the effects of weather.

4.1.1.1.4. Provide the length and width of the display panel you provide in the bid response, not including the mounting frame, which most closely matches the specifications.

4.1.1.2. The programmable message sign panel shall be full matrix LED capable of displaying up to three (3) lines of message copy or a directional display arrow/chevron. Each line shall have up to ten (10) characters per line.

4.1.1.2.1. Character height - 10 in. (minimum) on two (2) lines, 7.5 in. (minimum) on three (3) lines and programmable to be customized to other character sizes.

4.1.1.2.2. LED color - amber-yellow, with automatic dimming at night.

4.1.1.3. The message sign shall be programmable by the operator to display at least three

(3) "linked" messages in sequence, one line at a time.

4.1.1.4. The message or directional arrow/chevron displayed on the board shall be clearly visible from a distance compliant with MUTCD standards in both day and night conditions.

4.1.2. Computer Control System

4.1.2.1. The programmable message sign shall be controlled by a mounted control module with minimum 15 feet of weatherproof flexible coiled cable and an LCD screen that displays a menu of message/arrow selections. Control modules that are wireless or require a separate or special laptop computer for operation will not be considered.

The wired mounted control module shall be no larger than 11” x 8” x 2” and will be mounted on pedestal that can be installed in cab of vehicle. A control system that is Windows-based must have automatic updates disabled.

4.1.2.2. A minimum of 60 messages originated by users shall be capable to be entered and stored.

4.1.2.3. A minimum of 100 pre-programmed messages that cannot be edited by the user shall be included. Manufacturer shall provide a list of pre-programmed messages with each unit. These shall include MUTCD-compliant moving arrows and chevrons.

4.1.2.4. A display screen shall provide the operator the ability to review messages before being displayed. The display screen shall be illuminated for night lime operation.

4.1.2.4.1. A password control for limiting access to programming features shall be included and shall be able to be disabled to bypass password protection if desired.

4.1.2.4.2. The control system shall be capable of maintaining memory when power is not available.

4.1.3. Message Sign Support Structure

4.1.3.1. The message sign shall include a manufacturer-supplied support structure made of steel tubing that can be mounted to a truck.

4.1.3.2. The support structure shall position the sign when fully deployed. A linear actuator

(12 V.) having 500 lbs. capacity minimum is preferred and shall be installed on the side of the support structure in order to rotate the message sign from horizontal to vertical, with the vertical display side facing to the rear of the vehicle.

4.1.3.2.1. Provide detailed information in the bid response as to what type of pivot bearings are used to attach the display panel to the mounting frame.

4.1.3.2.2. Include in the bid response how many linear actuators are supplied to raise and lower the display panel

4.1.3.2.3. The message sign shall lay flat with the sign face down in the horizontal position with two (2) support posts for transport. Unit must withstand shock, vibration and wind at sustained travel speeds up to 75 MPH in travel mode configuration. The equipment shall remain operational under these conditions.

4.1.3.2.4. The pivot rods of the message sign are preferred to be supported and mounted with two (2) sealed bearings that are sealed permanently.

4.1.3.2.5. Engineering drawing(s) depicting the layout and dimensions of the complete support structure arrangement shall be included as an integral part of the manufacturer's bid response.

4.1.3.3. All cables, harnesses, plugs and connectors required shall be furnished to make the installed unit operational in a full-size pickup truck configuration. Cables and connectors shall have sufficient length for connecting to vehicle battery power.

4.1.4. Wiring

4.1.4.1. Except in extremely unusual situations, wiring installed by a motor vehicle manufacturer subject to the Federal Motor Vehicle Safety Standards will be accepted by ADOT. When an ADOT Specification requires additions to or modifications of wiring installed by such a manufacturer, and on vehicles or units not covered by FMVSS, the following statements will prevail:

4.1.4.1.1. The installation shall provide adequate protection against moisture encroachment into wires at connection points and also provide adequate mechanical protection from abrasion/contact damage.

4.1.4.1.2. Installation of wires in either metal conduit or full tubular loom will meet the above requirements for both moisture and mechanical protection as described above. Conduit or loom ends exposed to the elements must be appropriately sealed against moisture encroachment.

4.1.4.1.2.1. If loom is used, plastic loom is required. Asphaltic loom is not acceptable.

4.1.4.1.2.2. Installation of wires in split loom will be approved as mechanical protection only and shall be used only if the wires are continuous runs without internal connections.

4.1.4.1.2.3. Conduit or loom shall be secured to a supportive structure at effective intervals by metal or rubber-covered metal clamps attached by bolts or machine screws. Welding of clamps to a supportive structure is not acceptable. The use of plastic wire ties is not acceptable.

4.1.4.1.2.4. Installations with unprotected wires are not acceptable.

4.1.4.1.2.5. Holes through which wiring passes shall be drilled and have grommets to protect the wiring from cuts, wear and scraping. The use of split or sliced hose as grommets is not acceptable.

4.1.4.1.3. Terminals or connectors shall be sealed to the wire insulation by properly applied sealed (silicone type) heat shrink or other acceptable methods.

Taping is not acceptable.

4.1.4.1.4. Terminal boxes shall be weatherproof, readily accessible and supplied with internal terminal strips.

4.1.4.1.5. Connectors or terminals providing positive retention shall be used. Spade connectors depending only on friction for retention are not acceptable. The use of wire connectors which could possibly cut the metal strands is NOT ACCEPTABLE. The use of wire-nut type connectors is NOT ACCEPTABLE.

Crimping of connectors with tools other than those designed specifically for that purpose is NOT ACCEPTABLE.

4.1.4.1.6. Wires shall be identified as to circuit and function by either color coding or numeric marking corresponding to the wiring diagram provided.

4.2. Material and Fabrication

4.2.1. All materials used for fabrication shall be new and unused.

4.2.2. The use of a cutting torch shall be limited to unavoidable situations. Edges cut by a torch shall be ground to a smooth finish prior to priming and painting.

4.2.3. The use of any process, such as welding or torch cutting, that is detrimental to strength, hardness, or any other engineering requirement, is not acceptable.

4.2.4. All structural welds shall be continuous bead welds. All structural welds shall exceed the yield strength of the base metal. Skip welds may be used only if permitted in specific areas by the Specification. In such cases, a MINIMUM 50% skip weld must be achieved to be acceptable. All welds shall be free of slag and spatter prior to priming and painting.

4.2.5. If more than one fabricated item is required, all shall be identical in installation, design, materials, dimensions and assembly. The State may require the contractor to submit dimensional line drawings for any fabrication.

5. Contractor’s Responsibilities

5.1. New Equipment: All equipment supplied pursuant to this Specification for any resultant contract shall be new, unused, current production models equipped as described in the manufacturer's published literature and specification sheets.

5.2. Authorized Service and Repair Facilities: The Contractor shall provide and update the Department, the names and addresses of local authorized service and repair facilities (Within 200 mile radius of Metro Phoenix) for the equipment supplied for the duration of any resultant contract. If local service and repair facilities are not available, a listing of available facilities with addresses, phone number and contact person meeting these requirements shall be provided. For warranty repair, the Contractor shall be responsible for the cost of transporting the equipment from the Department to the nearest service and repair facility, and returning the completed equipment back to the Department.

5.3. Parts and Repair Services: The Contractor shall provide locations that are capable of providing repairs, parts, and preventive maintenance (PM) services when requested.

5.3.1. Repair Standards: The Contractor shall provide all necessary parts, supplies and labor necessary to perform repairs and shall meet or exceed all manufacturer’s recommendations and standards. Repair services shall be performed in conformance with all provisions of this contract, legal statutes, code requirements, industry standards and applicable OEM specifications.

5.3.2. Shop Supplies: Shop Supplies shall not exceed 5% of the total labor cost per job and will not exceed a total of $150.00 per job. No item shall be charged as a part if it is charged as a shop supply.

5.3.3. Labor: The Contractor shall provide labor rate for repair services that are not within warranty.

5.4. Manuals: The Contractor shall furnish the following manuals; costs of these manuals shall be inclusive of the contracted price.

5.4.1. Operator’s Manual, per unit ordered – 1.

5.4.2. Parts Manual, per unit ordered – 1.

5.4.3. Service & Repair Manual, per unit ordered – 1.

5.4.4. The manuals and schematics supplied shall provide complete and comprehensive information on all equipment components and accessories, as supplied to comply with this Specification including all wiring diagrams, Hydraulic / Pneumatic Schematics, if applicable. Manuals shall be provided in digital (electronic) media with unlimited rights for duplication within the departments operations.

5.4.5. The Contractor shall provide access to online parts and maintenance manuals if available.

Contractor shall submit recommended lists of wear items and consumables required to routinely service this equipment. The manuals and schematics supplied shall provide complete and comprehensive information on all equipment components and accessories, as supplied to comply with this Specification.

5.4.6. The Contractor shall provide complete maintenance/service support including manufacturer website access and subscriptions for maintenance and parts, diagnostic computer software and diagnostic hardware with communication modules and scanners.

5.4.7. If changes, modifications, additions or alterations of any kind are made on the equipment, the contractor shall provide drawings and descriptive text sufficient to allow one of average skill in general mechanics to diagnose, repair and maintain the equipment and all components.

5.4.8. On equipment assembled from manufactured components, the parts manuals shall show the manufacturer of each part and all cross-referencing between the contractor and the manufacturers.

5.4.9. The books and manuals shall be delivered to the Department’s, Equipment Services Get

Ready Shop WITH THE DELIVERY OF THE FIRST UNIT.

5.4.10. The Department shall have the right to reproduce any material for educational purposes only.

5.5. 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 will not relieve the Contractor of the responsibility for subsequent correction of any such errors and clarification of ambiguities.

6. Department’s Responsibilities

6.1. Providing final acceptance and approval of item delivered.

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.

Delivery Address:

ADOT Equipment Services Get Ready Shop 2225 S. 22nd Ave.

Phoenix, AZ 85009

8. INSPECTION AND ACCEPTANCE

Each item delivered shall be subject to a complete inspection by the Department within 10 days after delivery. Inspection criteria shall include, but not be limited to, conformity to the specifications, workmanship, quality and materials.

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

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

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

9. INVOICING and PAYMENT

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

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

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.

21.2. Minimum Scope and Limits of Insurance

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

21.2.1. Commercial General Liability (CGL) – Occurrence Form

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

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

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

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

21.2.2 Business Automobile Liability

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

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

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

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

21.2.3 Workers’ Compensation and Employers' Liability

Workers' Compensation Statutory

Employers' Liability

Each Accident $1,000,000

Disease – Each Employee $1,000,000

Disease – Policy Limit $1,000,000

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

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S.

§ 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor)

21.3 Additional Insurance Requirements

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

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).

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

21.4 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).

21.5 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.

21.6 Verification of Coverage

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

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

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

3. All certificates required by this Contract shall be sent directly to the Department. The certificate shall state that the insurance applies to any and all work performed for or on the behalf of the State of Arizona/ADOT.

21.7 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.

21.8 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.

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

Usage report quarters shall be defined as follows:

January through March – Report due April 30

April through June – Report due July 30

July through September – Report due October 30

October through December – Report due January 30

23. LICENSES, PERMITS, CERTIFICATIONS

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

24. SERIAL NUMBERS

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

25. POST AWARD MEETING

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

UNIFORM TERMS AND CONDITIONS

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

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

1.2. “Contract” means the combination of the Solicitation, including the 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 Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

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

3. Contract Administration and Operation

3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain any and all Data and other

“records” relating to the acquisition and performance of the Contract for a period of five (5) years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

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

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.