CTR071402_Contract_Documents.pdf

DocuSign Envelope ID: 2EBB0EF2-D552-4B71-AE4C-0E69AEF6EE0B

4/29/2024

24 May 1st

CTR071402

Rev. 05/2023

Procurement

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM005860

DESCRIPTION: Asbestos, Lead and Mold Abatement Services

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Bambi Brenden Procurement Officer Phone: 602-712-4294 Email: bbrenden@azdot.gov

This solicitation is issued in accordance with A.R.S. §41-2534 and A.A.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.

https://app.az.gov/

TABLE OF CONTENTS

Solicitation No: BPM005860 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 15

Uniform Terms and Conditions 26

Federal Provisions 39

EXHIBITS

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

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

3 - Certification of Final Disadvantaged Business Enterprise (DBE) Payment 64

4 - Quarterly Usage Report 65

SCOPE OF WORK

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for asbestos, lead and mold abatement services.

1.2. The Department anticipates establishing contract(s) with the intent to secure service coverage throughout the State of Arizona. Work will be performed on an “as needed” basis upon request by the Department.

2. Introduction and Background

2.1. The purpose is to establish multi-year task order-based contract(s) with one or more qualified and experienced firms. The Contractors selected will be eligible to receive Task Orders for completing federal funded projects for the Department.

2.2. The objective is to award multiple contracts to qualified firms to provide:

2.2.1. Asbestos abatement services

2.2.2. Lead abatement services

2.2.3. Mold abatement services

3. General Requirements

3.1. The Department and the Contractors will develop the scope, schedule, and budget for each task order based upon time needed to complete the task and program funding. The Contractors will submit a Task Order form for each task order requested by the Department.

3.2. The Contractor shall provide a final work report on each task order to identify project status, schedule, and budget for cost tracking. The Contractors shall provide a project management, technical support personnel, equipment, supplies, materials, and effort necessary to perform the specified task orders at a level of quality that consistently meets or exceeds expectations.

3.3. The Contractor shall be responsible for the removal and proper disposal of asbestos, lead-based material, and mold contaminated materials which may include the isolation of the building HVAC system; evacuation of the space; and stringent containment, decontamination, and proper disposal of the waste material.

3.4. Contractors shall have the ability to provide for the removal, management, and proper disposal of asbestos, lead-based material, and mold contaminated materials at various sites throughout the state. The Contractor may need to assist the Department in meetings and negotiations with regulators, property owners, potential responsible parties, and other interested parties.

3.5. The Contractor shall provide these services in accordance with the provisions and requirements stated in the Specific Requirements of section 4 of this scope of work.

4. Specific Requirements

4.1. Regulatory Requirements:

The Contractor’s work shall include, but shall not be limited to:

4.1.1. Comply with the requirements of all applicable Federal, State, County, or Local rules and regulations and any revisions which govern the services required under this contract.

Applicable regulations include but are not limited to the following:

4.1.1.1. National Emission Standards for Hazardous Air Pollutants (NESHAP), 40 CFR Part

61, Subpart, M;

4.1.1.2. Asbestos Hazard Emergency Response Act (AHERA), 40 CFR 763, Subpart E;

4.1.1.3. Occupational Safety and Health Administration (OSHA) 29 CFR Parts 1910 and 1926;

4.1.1.4. Housing and Urban Development (HUD) 24 CFR, Parts 5, 35, 58, 200;

4.1.1.5. Environmental Protection Agency (EPA) 40 CFR Part 261 and 745;

4.1.1.6. Environmental Protection Agency (EPA) Mold guidelines;

4.1.1.7. Maricopa County NESHAP: Rule 370, Section 301.8;

4.1.1.8. Arizona Hazardous Waste Management: 49 ARS 922;

4.1.1.9. Local landfill requirements;

4.1.1.10. All other applicable Federal, State, County, and Local rules and regulations.

4.1.2. Retain all current copies of the inspection and abatement plan on each site when work is being conducted.

4.1.3. The Contractor shall:

4.1.3.1. Provide the appropriate County, State, and/or Federal NESHAP coordinator and the Department with the necessarily written ten (10) day notification prior to implementation of asbestos removal and pay all applicable Agency fees.

4.1.3.2. Meet with the Department’s designated representative(s) and the Consultant to review the schedule of work and specify any additional requirements. At that time, the Contractor shall identify a project supervisor who shall be on-site for the duration of the project with the authority to act as the Contractor’s authorized representative. All individuals performing work under this contract shall possess a current certification as:

4.1.3.2.1. AHERA Contractor/Supervisor for asbestos abatement or;

4.1.3.2.2. EPA Lead Supervisor for lead abatement;

4.1.3.2.3. AHERA Worker Certification for all asbestos abatement workers/laborers;

4.1.3.2.4. EPA Lead Worker Certification for all lead abatement workers/laborers.

4.1.3.3. Retain all current certifications of all required training on-site when work is being performed under this contract.

4.1.3.4. Have a copy of their written hazard communication (to include copies of safety data sheets), safety program, respiratory protection programs, and any other applicable written programs required by OSHA on-site when work is being performed.

4.1.3.5. Ensure that medical examinations required under asbestos or lead regulations are current for all employees involved in each project. Tests shall be made available to the Department upon request.

4.2. Project Management

4.2.1. The Contractor shall provide services in support of abatement activities at various facilities which may pose a liability to the Department. The services shall include but are not necessarily limited to initial response and abatement actions to minimize the threat to public health, safety, and the environment of the facilities or properties to prevent further contamination.

4.2.2. When the abatement project is under the project management of a Consultant, the Consultant will be the primary contact for the project unless otherwise specified. The Contractor shall provide any or all of the contracted services as stipulated by the task orders issued by the Department for the specific project.

4.3. Task Order Request

4.3.1. Task Order Request

4.3.1.1. Any work under this contract shall be authorized by a Task Order issued by the Department’s Project Manager. No additional work is to be performed without an approved Task Order Amendment. Firms that receive an award in a discipline will be qualified to receive and compete for task orders in the discipline, within the best interest of the State. Firms can receive awards in multiple disciplines i.e. Asbestos, Lead and Mold.

4.3.1.2. The Department will submit an initial Task Order Scope of Work by e-mail.

Response to Task Order shall be acknowledged within five (5) business days, unless instructed otherwise. The Contractor(s) shall have a designated e-mail address/telephone number to receive all task orders.

4.3.1.3. The Department shall provide to the Contractor a Project Scope of Work containing specific information pertaining to the project, including but not necessarily limited to the following:

4.3.1.3.1. Purpose for the project: removal/cleanup, repair or maintenance.

4.3.1.3.2. Location of the site (e.g. physical address, mile marker) where abatement services are requested. The Department shall include a specific description of the site (e.g. boiler room, steam pipe tunnel, residential structure, commercial building, etc.).

4.3.1.3.3. Drawing(s) of the area to be abated and/or a map(s) stating the location of the building(s) to be abated.

4.3.1.3.4. Copy(s) of survey reports(s) including all lab test results identifying the ACM/LCM and the condition of the materials, the type and quantity of regulated material present.

4.3.1.3.5. Job specific requirements for cleaning and removal (e.g. furnishings, carpet, electrical fixtures, and non-movable objects).

4.3.1.3.6. Known hazards associated with the project such as hot/cold pipes, surfaces, confined space entry, chemical, electrical, and physical hazards that may be present shall be identified by the contractor.

4.3.1.3.7. Requirements for replacement materials.

4.3.1.3.8. The Department may provide utilities for the Contractor’s use on a case by case basis and must be approved by the Department at the time of the Task Order approval.

4.3.1.3.9. A designated Project Manager.

4.3.1.3.10. Walk-through conference with the Contractor prior to implementation of the project.

4.3.1.4. The Department will review Task Orders and negotiate as necessary. If fair and reasonable compensation and Task Order requirements cannot be agreed upon with the chosen Contractor, the Contractor shall be notified in writing of the termination of negotiations and the Department will then negotiate with the next most qualified Contractor until an agreement is reached or the Task Order maybe canceled.

4.3.1.5. If a Project Scope of Work is sent to the Contractor and the Contractor finds additional work is required to complete the Task Order this will be negotiated between the Department’s Project Manager and the Contractor at that time.

4.3.2. Contractor’s Response to Task Order

4.3.2.1. At the request of the Department and prior to submitting a Task Order Proposal for performing the work, it shall be the Contractor’s responsibility to visit the project site, to adequately determine the following:

4.3.2.1.1. Confirm the availability of space for setting up workstations, supplies, and waste trailers.

4.3.2.1.2. A time schedule with milestone requirements for the project completion.

4.3.2.1.3. Physical Condition of the Site: availability of water and utilities, accessibility, storage and handling of equipment and materials, and any other factors that may affect the performance of abatement activities.

4.3.2.1.4. The location, character, and quantities of asbestos or lead-containing materials (ACM/LCM), or other regulated material as well as the location, character, and quantities of other surface and subsurface materials or obstacles that will be encountered. This information shall be determined by visual and physical observations of the sited and shall include exploratory work performed by the Department or the Consultant as well as information obtained in the performance of this Scope of Work.

4.3.2.1.5. Physical address, mile marker, where abatement services are requested. The Department shall include a specific description of the site (e.g. boiler room, steam pipe tunnel, residential structure, commercial building, etc.).

4.3.2.1.6. The Contractor shall also consider any specific requirements or work procedures developed by the Consultant and the required steps necessary to comply with those requirements. Any failure by the Contractor to acquaint himself with available information does not relieve the Contractor from the responsibility of properly estimating the cost and degree of difficulty of successfully performing the abatement work. Information regarding the material type, location, or quantity that is made available by the Department or its

Consultant(s) is informational only. Neither the Department nor its Consultant(s) is responsible for any conclusions or interpretations made by the Contractor based on this information.

4.3.2.1.7. Notify the Department on any site conditions or specification not identified in the Task Order request project scope of work.

4.3.2.2. Contractor shall respond to the Department with a proposal, which shall include:

4.3.2.2.1. Proposed Scope of Work with any suggested changes to the initial

Scope of Work;

4.3.2.2.2. Firm Fixed Price Cost Proposal including the hourly rates – Task Order Pricing should be inclusive of all Labor, Equipment, and Materials;

4.3.2.2.3. Detailed Cost Worksheet which explains the Cost Proposal total;

4.3.2.2.4. Specific personnel to be assigned to complete the work.

4.3.2.3. Task Order Costs

4.3.2.3.1. The Contract’s pricing information shall be used as a basis for all task orders. The Contract rates will be used to compile costs for all future Task Orders issued. A detailed cost breakdown will be provided with each Task order Scope of Work for each site submitted by the Contractor.

4.3.2.3.2. All applicable cost lines must be identified even if subcontracted to other companies for the work. If the rate is a subcontracted rate, mark with an asterisk.

4.3.2.3.3. Services required in the scope of work that are expected to be subcontracted, must be identified with an asterisk.

4.4. Abatement Project

4.4.1. The Contractor shall report directly to the Department’s Project Manager or the

Consultant as directed by the Department.

4.4.2. The Contractor shall furnish a written estimate based upon the firm, fixed prices stated in this contract for each Project Scope of Work. Once the estimate has been finalized, the total guaranteed not-to-exceed, firm, fixed price shall govern the overall project.

4.4.3. It is the Contractor’s responsibility to consider all project constraints and/or assumptions prior to submitting a proposal to the Department. All identified constraints and/or assumptions shall be clearly stated in the proposal.

4.4.4. The Department shall not be obligated to honor any additional estimates or amendments to the project without a fully executed change order to the scope of work.

4.4.5. The Contractor shall be required to complete all work within the agreed time frame as outlined by the estimate. Changes to the agreed time frame shall be requested no later than two weeks before the initial project completion date, and be reviewed and approved by the Department’s authorized representative.

4.4.6. The Department’s Project Manager or authorized representative shall have full and final authority for, but not limited to the following:

4.4.6.1. Determination of project completion.

4.4.6.2. Review and approve work schedules.

4.4.6.3. Review and approve clean-up procedures.

4.4.6.4. Review and approve the use of certain equipment, personnel, materials, services, and/or procedures.

4.4.6.5. Establishment of proper safety protocol.

4.4.6.6. Stop work orders for conditions concerning personnel safety, environmentally unsafe activities, procedures, or unnecessary work.

4.4.7. For projects without a Consultant, the completion of project field work shall be upon removal and proper disposal of all asbestos, lead-based material, and mold contaminated materials, substances, and related abatement project materials and equipment, subject to approval by the Department’s Project Manager or authorized representative.

4.4.8. The completion date of asbestos abatement projects shall not exceed the dates specified in the NESHAP notification.

4.4.9. Copies of any revisions to the NESHAP notification for asbestos abatements including an explanation shall be forwarded to the Department’s Project Manager/Representative.

4.4.10. The scheduling of a project shall be at the convenience of the Department.

4.4.11. The Contractor shall keep a complete record of all labor; equipment, materials, and outside services expended in the performance of a project under the contract, and shall include such record with the final invoice for services. These closeout documents shall include a final report including a description of the Scope of Work, waste manifests, supervisor logs, containment logs, sign-in logs, and personal air monitoring results, safety meeting records, and personnel certifications and medical monitoring approval.

4.4.12. When a Consultant has been retained for the project, the Contractor shall forward the close out documents to the Consultant. The Consultant will prepare the final analysis or report of recommendations.

4.5. Health and Safety Program

The Contractor shall have an existing health and safety program which shall comply with OSHA (reference 29 CFR 1910.120 and/or 29 CFR 1926.1101 as applicable) and EPA standards (per CERCLA and/or RCRA) and shall include, but not be limited to the following:

4.5.1. Health: The Contractor shall, as required by Task Order, prepare and implement site-specific health and safety plans for all phases of the work activity for its employees, subcontractors, or subcontractors’ employees as required.

4.5.2. Safety: All technical staff performing field duties (including subcontractor field personnel) in areas of potential contamination shall be in compliance with the Occupational Safety and Health Administration (OSHA). OSHA specifications for this training are covered in Title 29 of the Coder of Federal Regulations, Part 1910 (29 CFR 1910) as amended or in a successor reference.

4.6. Work Area Preparation

4.6.1. The Contractor shall establish regulated areas in accordance with all applicable Federal, State, County, and Local regulations.

4.6.2. The Contractor shall post warning signs at each entrance to the work area. These signs shall inform of the dangers of exposure to asbestos and/or lead, and shall meet sign requirements as specified:

4.6.2.1. Asbestos: 29 CFR 1926.1101(k)

4.6.2.2. Lead: 29 CFR 1926.62(m) (2)(i)

4.6.3. When the Contractor has taken out equipment to be saved (detachable electrical, heating, ventilation equipment, and other items located on or around the ACM/LCM), the Contractor shall clean, handle, and store these items in an undamaged condition. The Department shall provide any special instructions for reinstalling all such items.

4.6.4. When removing detachable items prior to the removal of ACM/LCM from buildings, all such items shall be thoroughly cleaned by wet wiping or HEPA filter vacuum. These items shall be stored in such a manner so as to prevent damage.

4.6.5. The Contractor shall have a sufficient number of “inspection viewing windows” on all abatement projects requiring enclosures.

4.6.6. The Asbestos Abatement Contractor shall provide monitoring to ensure that negative air pressure is maintained inside the enclosure when it is used. A minimum of -0.02 column inches of water pressure differential, relative to the outside pressure, shall be maintained within the negative pressure enclosure as evidenced by manometric measurements.

4.7. Materials, Equipment, and Employees

4.7.1. The Contractor shall supply all labor, supervision, installed and consumable materials, equipment, services, testing devices, warehousing, tools, and all items necessary for the abatement of asbestos, lead-based material, and mold contaminated materials and restoration of work areas as required by this contract.

4.7.2. The Contractor shall use competent professionals in performance of all work under this contract. This includes but is not limited to all work done by subcontractors, superintendents, foremen, skilled and unskilled employees employed by the Contractor.

4.7.3. Other Contractor personnel and subcontractor personnel not employed for asbestos or lead-based material abatement and working in an adjacent area shall be informed of the locations and presence of ACM/LCM as set forth by Federal and State OSHA regulations.

4.7.4. The Department and Consultant both have the authority to stop abatement activities at any time upon the determination that conditions are not within project specifications, applicable regulations, or unsafe conditions exist. Any work shall restart only when the conditions have been corrected to the satisfaction of the Department. Any standby time occurring during a work stoppage shall be at the Contractor’s expense.

4.7.5. The Asbestos Abatement Contractor shall apply encapsulants to surfaces where regulated asbestos-containing material (RACM) was removed.

4.7.6. All polyethylene used under the contract shall be fire retardant.

4.8. Air Monitoring

Regulated area: An area established by the employer to demarcate areas where Class I, II, and III asbestos abatement work is conducted, and any adjoining area where debris and waste from such asbestos work accumulate; and a work area within which airborne concentrations of asbestos exceed or there is a reasonable possibility they may exceed the permissible exposure limit.

4.8.1. Personal air monitoring of employees inside regulated areas shall be required in accordance with applicable regulations.

4.8.2. The Asbestos abatement Contractor shall comply with the following monitoring requirements:

4.8.2.1. Area monitoring as may be needed to control the site in and/or adjacent to the points of entry, and exits from the regulated area, and in the vicinity of the negative air from the time it is established, and until final clearance is demonstrated.

4.8.2.2. Perimeter air monitoring shall be conducted in all adjacent spaces to the affected work area. Spaces may be occupied. Air sample results from these areas are to be received within 24 hours of sample collection to document the effectiveness of the established engineering controls.

4.8.2.3. Final clearance for abatement projects shall show fiber concentrations equal to or less than the AHERA clearance concentration of 0.01 f/cc (by PCM) or 70 str/mm2 (by TEM) or whatever specifications required by the Department whichever is more stringent.

4.8.2.4. The Consultant shall be responsible for final air clearance when said services have been retained by the Department. Should the clearance air monitoring need to be repeated due to a failure to meet AHERA air clearance criteria, all associated costs, including the cost of additional Consultant fees shall be at the expense of the Contractor.

4.8.2.5. Final clearance for lead abatement shall be by wipe/soil methods as applicable.

Clearance criteria shall be according to HUD Guidelines 2012 and analyzed by Flame Atomic Absorption Spectrometry.

4.8.2.6. Records of the air monitoring and the results shall be available on-site, as soon as they are finalized.

4.8.2.7. A Project close-out report of all air monitoring data shall be submitted to the Department’s Project Manager and/or the Consultant at the end of the project.

The Contractor shall furnish all air monitoring results (written) along with copies of all manifests, permits, etc. within one (1) month of the completion of the project. Final payment for Abatement services shall be contingent upon receipt and acceptance of the Project close-out report.

4.9. Re-Establishment and Repair of Existing Surface and Work Areas

4.9.1. As determined by the nature of each project, existing areas that require repair must be identified prior to the implementation of the project. Areas that require repair due to asbestos/lead/mold removal must be identified, and the Department notified in writing as to the extent of the repairs required.

4.9.2. Re-establishment of the work area shall only occur following the completion of all cleanup procedures and after clearance air monitoring has been performed and documented to the satisfaction of the Department’s Project Manager and/or Consultant.

4.9.3. The Contractor shall, as necessary, re-install all non-stationary items that were temporarily removed during the abatement process, and shall ensure that all such items are in the same condition or better as when they were removed.

4.9.4. The Contractor shall, as necessary, re-establish to proper working order all mechanical, heating, ventilation, and air conditioning, lighting, and electrical systems that were shut down during the abatement process.

4.9.5. The Contractor shall repair to original condition all areas damaged as a result of his activities or the activities of his employees, unless specified elsewhere. Remove all glue, tape residues, and any trash resulting from abatement.

4.10. Completion of Project

4.10.1. The Contractor shall be responsible for all site inspections, estimations of the quantity of work, and recognition of unusual or special situations, which may affect a timely and scheduled completion of the work.

4.10.2. The Department’s representatives shall have access to the work site, materials, records, or any other relevant data. The Contractor shall provide proper facilities for such access and inspection.

4.10.3. After the Contractor has cleaned the abated area and before final clearance testing is performed, the Consultant, in conjunction with the Contractor, shall inspect the area.

During this inspection, areas that need further cleaning/refinement shall be identified.

Any additional work must be performed prior to the final clearance testing.

4.10.4. The Asbestos Abatement Contractor shall ensure the negative air system remains in continuous operation until results of air clearance tests prove that the airborne fiber level is below 0.01 f/cc or the predetermined clearance air level.

4.10.5. Application of new surface treatment, if required, shall be specified by the Department and shall be done in accordance with the standards specified. If required by the Department, reinstallation of all fixtures and restoration of electrical power to all electrical fixtures is the responsibility of the Contractor.

4.10.6. The Contractor shall conduct an inspection to ascertain that all work, including containment tear down, has been accomplished pursuant to the project. The final inspection shall include the Consultant and the authorized Department representative, as well as other required representatives.

4.10.7. Provide close-out completion documentation as described above.

4.10.8. All regulated waste must be transported to and properly disposed of in an approved waste disposal site in accordance with all applicable regulations.

5. Contractor’s Responsibilities

5.1. Provide qualified, experienced personnel.

5.2. Be responsible for the accuracy, quality and timeliness of the information and services being provided.

5.3. Be available to participate in various meetings at the request of the Department, if needed.

5.4. Be responsible for the review of agreements between their firm and their subcontractor ensuring the agreement is in compliance with the contract terms and conditions.

6. Department’s Responsibilities

6.1. Provide a Task Order Request with a general description of the work required.

6.2. Make available relevant documents and information.

6.3. Assist in scheduling and coordinating meetings with applicable involved parties.

6.4. Review and approve Contractor’s invoices, reports or other deliverables.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

6. INVOICING REQUIREMENTS

Separate invoices are required for each Task Order and will be submitted monthly or at the discretion of the ADOT Project Manager. Invoices shall include at a minimum:

• Department Location’s Name and Address

• Vendor Name, Remit to Address and Contact Information

• Contract Number

• Purchase Order Number

• Task Order Number

• Invoice Number and Date

• Date of services covered

• Line Item Description of Item or Service

• Quantity Purchased

• Line Item Unit of Measure

• Price per Unit and Total per Unit

• Applicable taxes

• Total Invoice Amount Due

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

The Department will make every effort to process payment within thirty (30) calendar days after acceptance of services. Delivery of the service to the Department does not constitute acceptance.

The date the Department accepts delivery of services shall be the valid date for starting the thirty (30) calendar day payment period.

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

The Department will pay authorized reimbursables and subcontractor services at cost, with no markup.

Reimbursables include, but not limited to, equipment rental, commodities purchased, testing, etc.

7. ESTIMATED USAGE

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

8. PRICE REDUCTION

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

9. PRICE INCREASE

The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than sixty (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.

10. CONTRACT ADMINISTRATION

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

11. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group

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

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

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

12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

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

Possession of weapons (firearms, explosive devices, knives or blades of more than three (3) inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property.

Further, if the Contractor or any subcontractors or others in the employ 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.”

13. REVIEW OF CONTRACTOR’S WORK

Work performed by the Contractor shall be subject to periodic reviews and partial acceptance at various stages. The Department reserves the right to make such reviews and pass upon the acceptability of the Contractor’s work. Partial acceptance shall not relieve the Contractor’s obligation to correct, without charge, any errors in the work performed under this contract.

14. ACCURACY OF WORK

The Contractor shall be responsible for the accuracy of the work and shall promptly make all the necessary revisions or corrections resulting from errors and omissions on the part of the Contractor without additional compensation. Acceptance of the work by the Department shall not relieve the Contractor of the responsibility for subsequent correction of any such errors and clarification of ambiguities.

15. INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, and any jurisdiction or agency issuing permits for any work included in the project, and their respective directors, officers, officials, agents, and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, costs, losses, or expenses (including reasonable attorneys’ fees), (hereinafter collectively referred to as “Claims”) arising out of actual or alleged bodily injury or personal injury of any person (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 Contractor’s directors, officers, agents, employees, volunteers or subcontractors. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of 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. This indemnification will survive the termination of the above listed contract with the Contractor.

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.

16. INSURANCE

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

16.1. Insurance Requirements

16.1.1. 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.

16.1.2. 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.

16.2. Minimum Scope and Limits of Insurance

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

16.2.1. 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.

16.2.2. 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,

16.2.3. Worker's 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 in this written agreement, in favor of the State of Arizona, and its departments, agencies, boards,

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).

16.2.4. Contractors Pollution Liability

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

• Per Occurrence $1,000,000

• General Aggregate $2,000,000

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

Services in this Contract.

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

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

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

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

Services in this Contract.

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

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

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

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

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

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

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

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

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

16.3. Additional Insurance Requirements

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

16.3.1. 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).

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

16.4. 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 the Department.

16.5. Acceptability of Insurers

Contractors 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.

16.6. 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.

16.6.1. 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.

16.6.2. 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.

16.6.3. 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 behalf of the State of Arizona/ADOT. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

16.7. 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.

16.8. 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.

16.9. Exceptions

In the event the Contractor or sub-contractor(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 sub-contractor(s) is/are a State of Arizona agency, board, commission, or university then none of the above shall apply.

17. USAGE REPORT

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

Usage report quarters shall be defined as follows:

• January through March – Report due April 30

• April through June – Report due July 30

• July through September – Report due October 30

• October through December – Report due January 30

18. 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.