CTR071344_Contract_Documents.pdf

Procurement

ATTACHMENT 1

OFFER AND ACCEPTANCE

Solicitation No: BPM005652 Available online at https://app.az.gov

Rev 09/2022

OFFER

TO THE STATE OF ARIZONA:

The undersigned hereby offers and agrees to perform in compliance with all terms, conditions, specifications and amendments of this solicitation and any written exceptions in the offer. Signature also acknowledges receipt of all pages indicated in the Table of Contents.

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

By signature in the Offer section above, the Offeror certifies that the submission of the Offer did not involve collusion or other anticompetitive practices.

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

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

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

State of Arizona

Effective this day of 20

Procurement Officer Awarded Date

AM Signal, LLC

8100 Southpark Way #A10 Brooke Hageny Nov 24, 2023

Littleton, CO 80120 Director of Inside Sales & Estimating brooke@amsignalinc.com 720-348-6925

720-348-6950bids@amsignalinc.com

DocuSign Envelope ID: 945BACCB-308A-4F75-B37C-430F64835D56

4/24/2024

April

CTR071344

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

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson Street

Phoenix, AZ 85007

Solicitation Amendment Summary SOLICITATION NO.: BPM005652 AMENDMENT NO.: Two (2) DESCRIPTION: Traffic Signal, Lighting, and ITS Components

Rev. 04/2020

Pursuant to the Uniform Instructions to Offerors, Item B.6, Solicitation Amendments, the above referenced solicitation shall be amended as follows:

1. In APP, Financial Questions Tab, Proposal Requirements for Price, Price Sheet, the Answer type has been revised to “Attachments (Multiple Files)”.

2. All other terms, conditions and provisions of this solicitation remain unchanged.

1655 W. Jackson Street

Phoenix, AZ 85007

Solicitation Amendment Summary SOLICITATION NO.: BPM005652 AMENDMENT NO.: One (1)

Pursuant to the Uniform Instructions to Offerors, Item B.6, Solicitation Amendments, the above referenced solicitation shall be amended as follows:

1. The Solicitation due date is hereby changed to Tuesday, November 28, 2023 at 3:00 pm MST.

2. All other terms, conditions and provisions of this solicitation remain unchanged.

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM005652

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.

Aimee Fields Procurement Officer Phone: 602-712-8545 Email: afields@azdot.gov

This solicitation is issued in accordance with A.R.S. §41-2534 and A.C.C. R2-7-C301 et seq., Competitive Sealed Proposals.

“An Equal Opportunity Agency”

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

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

Las personas que requieran asistencia (dentro de lo razonable) ya sea por el idioma o discapacidad deben ponerse en contacto con ADOT (602) 712-2089.

STATE OF ARIZONA

1655 W. Jackson St.

Phoenix, AZ 85007 mailto:afields@azdot.gov

TABLE OF CONTENTS

Solicitation No: BPM005652 Available online at

Rev 05/2021

SECTION PAGE

Notice 1

Table of Contents 2

Specifications 3

Special Terms and Conditions 13

Uniform Terms and Conditions 24

Federal Provisions 41

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 62

2 - Title VI/Non-Discrimination Assurances Appendix E 63

3 - Traffic Counter Parts List 64

4 - Quarterly Usage Report 65

5 - 310PS DBE Certification of Final Payments 66

SPECIFICATIONS

1 Statement of Need

1.1 Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the Arizona Department of Transportation, herein referred to as the Department, intends to establish a term contract with a qualified Contractor(s) for Traffic Signal, Lighting, Traffic Counting Equipment and Intelligent Transportation Systems (ITS) Components.

2 Introduction and Background

2.1 The Department’s Transportation Systems Management & Operations (TSMO) and the

Multimodal Planning Division (MPD) will be the main users of this Contract. The Operational Traffic and Safety Group and Systems Maintenance Group are involved in traffic operations, traffic maintenance and safety. The Traffic Monitoring Group collects and reports on traffic volume, speed, and class and weight data.

2.2 The estimated dollar volume of products purchased under the proposed Contract is $1,200,000 annually. This is based on historical usage data and anticipated volumes.

3 General Requirements

3.1 Glossary of Terms:

Acronym Definition

AASHTO American Association of State Highway Transportation Officials

ADOT Arizona Department of Transportation ATC Advance Transportation Controller AWG American Wire Gauge

BIU Bus Interface Unit

CALTRANS California Department of Transportation CCTV Closed Circuit Television CMU Conflict Monitor Unit CU Controller Unit DMS Dynamic Message Sign GFCI Ground-Fault Circuit Interrupter GPS Global Positioning System HAWKS High Intensity Activated Crosswalk IMSA International Municipal Signal Association ITD Intermodal Transportation Division ITE Institute of Transportation Engineers ITS Intelligent Transportation Systems

LED Light Emitting Diode MMU Malfunction Management Unit MUTCD Manual on Uniform Traffic Control Devices NEC National Electrical Code NEMA National Electrical Manufacturers Association

NTCIP National Transportation Communications for ITS Protocol

PDA Power Distribution Assembly POE Power Over Ethernet SDLC Synchronous Data Link Control SFP Small Form Pluggable (optics) UPS Uninterruptible Power Supply WWD Wrong Way Detection

3.2 The Contractor shall furnish Traffic Signal, Lighting, Traffic Counting Equipment, and ITS

Components, such as circuit breakers and switches or wire and cable connections, poles, cabinets, as well as complex and specialized ITS devices, traffic controllers and video imaging, detection devices, and specialized traffic counter parts and components, at a discounted price to Department locations throughout the State of Arizona.

3.3 Brand Name Only

The products listed in Section 3.5.1 have been identified as brand name only will satisfy the Department’s needs, can conform acceptably to this specification, and perform effectively in the planned applications. Only the brands listed as follows will be accepted for category 1 products:

3.3.1 Econolite Cobalt

3.3.2 Econolite Autoscope

3.3.3 Intelight

3.3.4 McCain Traffic

3.3.5 Iteris

3.3.6 Wavetronix

3.3.7 Trafisense/Flir

3.3.8 Gridsmart

3.3.9 Miovision

3.3.10 Cambium

3.3.11 Ubiquiti

3.3.12 Moxa

3.3.13 Bosch

3.3.14 ITS Plus

3.4 Brand Name or Equivalent

The products listed in Section 3.5.2 have been identified as brand name or equivalent. These products have been determined, through evaluation and/or testing, to be equivalent to the requirements of Department specifications, and the Department’s Approved Products List. The listing of these brands is not intended to limit or restrict competition. Rather, it is to set the standard quality, design, performance and characteristics of the products herein specified. Any offer which proposes products that are of equal quality, type of material, design and performance will be considered if sufficient evidence and information is given to establish it as an equal, and the Department determines the product to be an equal to the named brand and these specifications. Specifications shall be included to ensure compatibility.

3.5 The Department has identified three (3) major product categories that shall be made available under any resultant Contract:

• Category 1 - Brand Name Only Products - Fixed Price Items

• Category 2 - Brand Name or Equivalent Products - Percentage (%) Off Catalog Pricing

• Category 3 - Brand Not Specified Products - Percentage (%) Off Catalog Pricing

The tables below are not exclusive and are not meant to limit any future technologies. The Department reserves the ability to add additional products to accommodate technological advancements as model or part numbers may be updated over time.

3.5.1 Category 1 – Brand Name Only Products - Fixed Price Items:

3.5.1.1 The Contractor shall provide fixed pricing for the line items specified in the table below and in the pricing attachment. Substitutions shall not be accepted.

Category 1 – Brand Name Only Products – Manufacturer specific Fixed Price Items Product Type Manufacture/Brand Name

Category 1-A

Traffic Signal and Ramp Meter Controllers

Econolite Cobalt, Intelight Ramp Meter Controller, McCain Traffic Signal Controller, Diagnose & Repair of Controllers

Category 1-B

Vehicle Detection (including Wrong Way Detection)

Econolite Autoscope, Iteris, Wavetronix, Trafisense/Flir, Gridsmart, Miovision ITS Plus

Category 1-C

Communication Components

Cambium Radios, Ubiquiti Radios, Moxa switches

Category 1-D

CCTV

Bosch

3.5.1.1.1 Manufacturer’s Service Representative

3.5.1.1.1.1 A manufacturer’s service technician shall be made available at the ADOT Cabinet Shop or Traffic Monitoring office within one (1) business day notice and onsite (across the State of Arizona) within three

(3) business day notice. The service technician shall be able to provide assistance with the operation, programming and modification of the manufacturer’s cabinet and equipment.

3.5.2 Category 2 - Brand Name or Equivalent Products – Percentage (%) Off Catalog Pricing:

3.5.2.1 The Contractor may provide a comprehensive selection of products, for various manufacturers, other than those identified in Category 1, at a discount percent (%) off a published catalog or published list price for all established categories identified in the table below. Some items have specific requirements which are indicated in the table below. These items are not brand specific and may be available from multiple manufacturers and or distributors. Some items are available in multiple configurations and with various options which shall be specified by the Department when requesting a quote. All quotes provided shall be itemized and shall specify the list or catalog price, the discount per the offer submitted, and the net price. Access to current catalogs, online, or in a digital format shall be supplied to the Department under these categories.

Updates to catalogs shall also be supplied to the Department as they occur.

Specifications and/or product literature shall be provided to the Department which confirms that the Category 2, Brand Name or Equivalent products, conform, to the requirements as listed in sections 4.1 through 4.4 of the Specifications.

Category 2 - Brand Name or Equivalent Products – Percentage (%) Off Catalog Pricing Category 2 Specialized Traffic Counter Parts and Components

*Oriux traffic counter parts:

Traffic Loop Board Assembly, CPU Board, Solar controller, piezo wires, cables, power harnesses, and all other related parts and accessories. See Exhibit 3 for a list of the required components.

*Name Brand or equivalent

3.5.3 Categories 3 – Brand Not Specified Products - Percentage (%) Off Catalog Pricing:

3.5.3.1 The Contractor may provide a comprehensive selection of products, for various manufacturers, other than those identified in Category 1 or Category 2, at a discount percent (%) off a published catalog or published list price for all established categories identified in the table below. Some items have specific requirements which are indicated in the table below. These items are not brand specific and may be available from multiple manufacturers and or distributors.

Some items are available in multiple configurations and with various options which shall be specified by the Department when requesting a quote. All quotes provided shall be itemized and shall specify the list or catalog price, the discount per the offer submitted, and the net price. Access to current catalogs, online, or in a digital format shall be supplied to the Department under these categories.

Updates to catalogs shall also be supplied to the Department as they occur.

Categories 3 – Brand not specified - Percentage (%) Off - Catalog Pricing:

Category/Product Type: Including but not limited to:

Category 3-A Cabinets

Nema Type IV TS2-Type I *options, Nema Type V TS2-Type I *options, UPS Cabinet, DMS Cabinets, CALTRANS 33(x), 34(x) cabinets*options, CCTV/Pole Mount, 3R Enclosure, Meter Pedestal, Meter Pedestal Hybrid, Transformer, Load Center Type IV

Category 3-B Cabinet Components

Loadswitches, flash transfer relay, BIU, power supply, signal bus relay, 24 VDC K Relays, Filters, GPS Time Clock, Loop Amplifiers, SDLC cables

Category 3-C MMU and CMU

NEMA, Caltrans

Category 3-D Miscellaneous (misc.) Electrical Components

Conduit, wire nuts, connectors, circuit breakers, fuses, fittings, coatings and wrapping, misc. enclosures, junction boxes, outlets, electrical switches

Category 3-E In-Ground Boxes

Pull Boxes, lids, security boxes, security lids, vaults, locator balls

Category 3-F Specialty Equipment

Specialized tools and connectors, testers, and programming devices

Category 3-G Lighting

Fixtures, lamps, ballasts, photocells, drivers, contactors, street connectors

Category 3-H Poles and Anchor Bolt assemblies

Steel, Aluminum

Category 3-I Traffic Signal Fixtures

Signal heads, mounts, Pedestrian push buttons, traffic signal and Pedestrian indications

Category 3-J Communication Components

Media converters, POE injectors, fiber connectors

Category 3-K Wire & Fiber Optic Cable

IMSA 20 conductor, 7 conductor, 4 conductor.

Single conductor #00 AWG - #28 AWG Single mode fiber optic cable, Ethernet cable, video detection cable

Category 3-L Solar Traffic Solutions

Solar panels, battery charging equipment, DC power LEDS, Solar HAWK

Category 3-M Replacement Parts for Controllers

Replacement Parts

4 Specific Requirements

4.1 All items (as applicable) provided to the Department shall meet or exceed the following requirements:

4.1.1 American Association of State Highway and Transportation Officials (AASHTO)

4.1.2 American Society for Testing and Materials (ASTM)

4.1.3 American Welding Society (AWS)

4.1.4 Institute of Transportation Engineers (ITE)

4.1.5 Federal Communication Commission (FCC)

4.1.6 American National Standards Institute (ANSI)

4.1.7 Manual of Uniform Traffic Control Devices (MUTCD)

4.1.8 Aluminum Alloy Association (AAA)

4.2 All items (as applicable) shall be in accordance with the following standards:

4.2.1 Department’s 2021 Standard Specifications for Road & Bridge https://azdot.gov/sites/default/files/media/2021/04/2021_Standard_Specifications_ for_Road_and_Bridge_Construction_PC.pdf https://azdot.gov/sites/default/files/media/2021/04/2021_Standard_Specifications_for_Road_and_Bridge_Construction_PC.pdf https://azdot.gov/sites/default/files/media/2021/04/2021_Standard_Specifications_for_Road_and_Bridge_Construction_PC.pdf

4.2.2 Department’s Stored Standard Specifications

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

4.2.3 Current Traffic Signal and Lighting Standard Drawings

https://azdot.gov/business/engineering-and-construction/traffic/signals-and-lighting-standard-sls-drawings

4.2.4 Standard drawings are available for review on the Departments Traffic Engineering website:

https://azdot.gov/business/engineering-and-construction/traffic-engineering

4.2.5 A listing of the various roadway electrical products which have performed acceptably for the Department’s use can be found here:

https://azdot.gov/planning/research-center/product-evaluation-program

4.3 Cabinets (Category 3-A):

4.3.1 All cabinets shall be provided with a shipping sheet and sales order requirements checklist, or equivalent, paperwork. The information shall provide the Department with readily understandable data about the cabinet supplied (i.e. parts, options and applicable circuit diagrams or prints on the cabinet and components). The shipping sheet shall reference the cabinet serial number, type of cabinet, and date made, and shall give a listing of the parts and quantities of the parts shipped with the cabinet. If applicable, key components (e.g. controller, conflict monitor unit (CMU), malfunction management unit (MMU), power supply, bus interface unit (BIU), etc.) should also have their serial numbers referenced on the shipping sheet.

4.3.2 All cabinets should have a compliance placard and the appropriate lock and two (2) keys.

4.3.2.1 Traffic Signal Cabinets

4.3.2.1.1 All Traffic Signal Cabinets shall all have the following:

4.3.2.1.1.1 Police push button installed

4.3.2.1.1.2 Drawer

4.3.2.1.1.3 Hoisting plates

4.3.2.1.1.4 Cabinet light assembly

4.3.2.1.1.5 A rapid, self-starting (no external starter) LED and/or fluorescent light assembly to be activated with a https://app.az.gov/ https://azdot.gov/business/contracts-and-specifications/specifications-pay-items-list https://azdot.gov/business/contracts-and-specifications/specifications-pay-items-list https://azdot.gov/business/engineering-and-construction/traffic/signals-and-lighting-standard-sls-drawings https://azdot.gov/business/engineering-and-construction/traffic/signals-and-lighting-standard-sls-drawings https://azdot.gov/business/engineering-and-construction/traffic-engineering plunger type door switch mounted near the top of the front door.

4.3.2.1.1.6 Convenience Receptacles. A fourplex receptacle shall be mounted on the inside of the right wall of the cabinet, about 3/4 up from the bottom of the cabinet, just above the top shelf. Power shall be supplied from the load connection of the Radio Interference Suppressor. A fourplex receptacle shall be labeled as “Filtered”.

4.3.2.1.1.7 A bonding lug welded to the inside of the cabinet at an appropriate and accessible spot (close to equipment grounding bus bar). The lug shall be sized to accept up to #6 AWG solid or stranded copper conductor.

4.3.2.1.1.8 A welded or bolted-on angle bracket that is provided in the upper right hand corner of the cabinet door frame shall allow for a minimum of two (2) refrigerator type (plunger) door switches for the cabinet light and door-open alarm. This same bracket shall be provided for the rear door of a two door cabinet as well. The rear door shall typically only be switched for the door-open alarm.

4.3.2.1.1.9 Elevator bases and internal components are to arrive at their delivered location in excellent condition.

Cabinets shall be securely mounted (bolted) on wood pallets for delivery to the Department.

4.3.2.1.1.10 The plans holder or pocket shall be on an open area on the inside of the front door. The pocket shall not conflict with any internal components and shall be readily accessible.

4.3.2.1.1.11 The default mounting configuration of cabinets shall be base-mounted.

4.3.2.1.1.12 Cabinet shelves shall span the entire width of the cabinet. The shelf shall also have round or slotted holes spaced at regular intervals across the flat, front edge portions of the shelf to provide a means to secure equipment or cabling to the shelf.

4.3.2.1.1.13 Cabinet wiring diagrams. A minimum of three sets of complete and accurate cabinet drawings (two (2) paper, and one (1) electronic format) shall be supplied with each cabinet.

4.3.2.1.2 Traffic signal cabinets shall be supplied in the following configurations as requested:

4.3.2.1.2.1 Pre-wired

4.3.2.1.2.2 Pre-wired cabinet with plug-In, rack and/or shelf components

4.3.2.1.3 Traffic signal cabinet options:

4.3.2.1.3.1 Cabinets shall be ordered with options as specified and approved by the Department when requesting a quote. (For example door configuration, inclusion of lighting contactors, etc.)

4.3.2.2 ITS 170 Cabinets

4.3.2.2.1 All ITS 170 cabinets shall have:

4.3.2.2.1.1 Drawer

4.3.2.2.1.2 Hoisting plates

4.3.2.2.1.3 Cabinet Light Assembly. All cabinets shall have a rapid, self-starting (no external starter) LED and/or fluorescent light assembly to be activated with a plunger type door switch mounted near the top of the front door.

4.3.2.2.1.4 Cabinets shall be ordered with options as specified and approved by the Department when requesting a quote.

4.3.3 MMU and CMU (Category 3-C)

4.3.3.1 All MMU & CMU’s shall be tested and certified.

4.3.4 In Ground Boxes (Category 3-E)

4.3.4.1 Security Boxes shall be the Department Standard Type 4B or 6B

5 Contractor’s Responsibilities

5.1 Items furnished hereunder shall conform to the requirements of this Contract and shall be new, unused, current production, free from defects in design materials and workmanship. The Contractor must maintain sufficient supplies of items.

5.2 Contractor shall provide the Department with a catalog of available items (per the Scope of Work). Catalog shall clearly label the items with descriptions, item reference numbers, model numbers, unit of measure, and pricing (which may consist of a list price and/or Manufacturer Suggested Retail Price (MSRP)). Contractor shall manage, maintain and update the catalog, and communicate any updates to the department within ten (10) days after they occur. The Contractor shall be responsible for providing Department with the most current version of the catalog during the life of the Contract.

5.3 Availability of Products: In the event of any long lead times the Contractor shall identify estimated ship dates on the quote. The Contractor shall update the estimated ship dates to the Department, on a monthly basis, or sooner if available. The Contractor shall identify, and recommend to the Department a schedule for procurement of long-lead time items.

5.4 Contractor shall clearly communicate their policy concerning Damaged or Defective Products, including length, terms, and process. The Contractor shall allow for the return or replacement of damaged and/or defective in accordance with the Contractor’s policy as stated

5.5 The Contractor shall provide the Department with a list of Key Personnel to include their name, title, responsibilities, telephone number, and email address.

6 Department’s Responsibilities

6.1 The Department may reject the shipment if problems are noted and immediately halt the unloading process. If this occurs, the Department will not be responsible for the rejected product and associated delivery cost of the product.

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 any delivery location within a30-mile radius of Phoenix, Tucson and Flagstaff. Deliveries to other locations shall be F.O.B. Destination Freight Prepaid and Allowed. At no time may the freight charge exceed the amount normally charged for shipment from the nearest trade area specified above. Contractor shall retain title and control of all goods until they are delivered and the contract of coverage has been completed. All risk of transportation and all related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The Department will notify the Contractor promptly of any damaged goods and shall assist the Contractor in arranging for inspection.

7. DELIVERY

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

Delivery of the product does not constitute acceptance.

8. INSPECTION AND ACCEPTANCE

Each item delivered shall be subject to a complete inspection by the Department within xxx 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

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

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

21. INSURANCE

21.1. Insurance Requirements

21.1.1. Minimum Scope and Limits of Insurance

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

21.1.1.1. 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.

21.1.1.2. 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.

21.1.1.3. Workers’ Compensation and Employers' Liability

• Workers' Compensation Statutory

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

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

b. This requirement shall not apply to each Contractor or

Subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or Subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

21.1.2. Additional Insurance Requirements

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

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

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

21.1.3. Notice of Cancellation

21.1.3.1. 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).

21.1.4. Acceptability of Insurers

21.1.4.1. 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.

21.1.5. Verification of Coverage

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

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

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

21.1.5.4. All certificates required by this Contract shall be sent directly to the

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

21.1.6. Subcontractors

21.1.6.1. 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.

21.1.7. Approval and Modifications

21.1.7.1. 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.

21.1.8. Exceptions

21.1.8.1. 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 3. 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. CONTRACT ORDER OF PRECEDENCE

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

• Federal Provisions;

• Special Terms and Conditions;

• Uniform Terms and Conditions;

• Statement or Scope of Work;

• Specifications;

• Attachments;

• Exhibits;

• Special Instructions to Offerors;

• Uniform Instructions to Offerors; and

• Other documents referenced or included in the Solicitation

24. DEMONSTRATION MODELS/SAMPLES

The Contractor shall maintain, in Arizona, demonstration models of the equipment or samples of the items available under this contract. The Department may arrange a time and place for equipment demonstrations or sample delivery for the purpose of determining product suitability and functionality. Demonstrations shall be performed at no expense to the Department.

25. KEY PERSONNEL

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

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

26. 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.

27. 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.

28. 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…