CTR072374_Contract_Documents.pdf

Procurement

ATTACHMENT

OFFER AND ACCEPTANCE

Solicitation No: BPM006201 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

Signature of Person Authoriz

DocuSign Envelope ID: 9A6082EB-449A-47FF-866B-222FB715C44B

CTR072374

12th June

6/12/2024

Rev. 05/2023

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

INVITATION FOR BID

SOLICITATION NUMBER: BPM006201

DESCRIPTION: Water Conditioning and Treatment Services for HVAC Equipment and Systems

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Laura Forst Procurement Officer Phone: 602‐712‐2089 Email: lforst@azdot.gov

This solicitation is issued in accordance with A.R.S. §41‐2533 and A.A.C. R2‐7‐B301 et seq., Competitive Sealed Bidding.

“An Equal Opportunity Agency”

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

Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712‐7466. Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation.

Las personas que requieran asistencia (dentro de lo razonable) ya sea por el idioma o discapacidad deben ponerse en contacto con ADOT (602) 712‐7466.

TABLE OF CONTENTS

Solicitation No: BPM006201 Available online at https://app.az.gov/

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 12

Uniform Terms and Conditions 22

EXHIBITS

1 ‐ Title VI/Non‐Discrimination Assurances Appendix A 39

2 ‐ Title VI/Non‐Discrimination Assurances Appendix E 40

3 ‐ Locations with Equipment List 41

4 ‐ ADOT Usage Report 44

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 water conditioning and treatment services for HVAC equipment and systems.

2. Introduction and Background

2.1. The Department has a need for water conditioning and water treatment service and repair for building closed loop systems, cooling towers, hot water boilers, condensers, heat exchangers, tube and shell condensers at various locations as indicated in Exhibit 3, Locations and Equipment List. The Department has Thirteen (13) locations that have chiller equipment in the Phoenix Metro area.

3. General Requirements

3.1. Service Hours

3.1.1. Department Business Hours: Monday ‐ Friday, 5:00 a.m. to 5:00 p.m. MST (excluding State

Holidays) All other times shall be considered non‐business hours.

3.2. Emergency Service

3.2.1. The Contractor shall be available to provide emergency service twenty‐four (24) hours a day, seven (7) days per week. An analysis report of the equipment and systems serviced shall be completed for each emergency service call.

3.3. Equipment

3.3.1. All equipment utilized in the execution of the resulting contract shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations, and the acts, codes, orders, and decrees of any administrative bodies, councils, or tribunals.

4. Specific Requirements

4.1. The Contractor shall furnish all labor, parts, materials, test equipment, tools, programming materials, and services in conformance with the Scope of Work. All services shall be performed in compliance with applicable standards, regulations and codes established by local, state and federal agencies. If the Contractor encounters any hazardous materials or conditions the Contractor shall stop all work and the Department shall be notified immediately.

4.2. The Contractor shall notify the Department immediately of any occurrence or condition within the service areas that interfere with the full performance of the Scope of Work, and confirm it in writing within 24 hours.

4.3. Subcontracting

4.3.1. All subcontractors shall meet the same requirements as the Contractor.

4.3.2. Additional or replacement subcontractors shall be provided on the Subcontractor list before performing any services for the Department.

4.4. Maintenance and Scheduling

4.4.1. All maintenance tasks shall be identified and scheduled by the Physical Plant Supervisor

(PPS) and be based on the manufacturers’ maintenance recommendations and according to industry standards. The Contractor shall maintain and be prepared to show copies of maintenance reports to demonstrate compliance to this requirement, upon request.

4.4.2. The Contractor shall be responsible for maintaining operating standards and shall warranty all equipment, which is damaged as a result of Contractor’s failure to maintain operating standard.

4.5. Parts, Labor and Complete Replacement

4.5.1. The Contractor shall repair or replace worn parts or complete components covered under this contract with new parts to original equipment manufacturers’ specifications.

4.5.2. The Physical Plant Supervisor (PPS) and the Contractor shall mutually determine if major equipment is not repairable and replacement is necessary. Major equipment shall include but not be limited to boilers, chillers, cooling towers, air handlers and flat plate heat exchanger.

4.5.3. If it is determined, and mutually agreed upon, that any major equipment under the resulting contract has passed its useful life and cannot be repaired, the Contractor shall provide a quote for the replacement of the equipment upon request of the Department.

4.5.4. All miscellaneous parts and supplies, including but not limited to those necessary to maintain the mechanical systems and equipment shall be supplied by the Contractor and shall be included in the cost of this service program (tools, test instruments, meters, etc).

4.5.5. The Contractor shall be responsible for proper disposal of old parts and equipment in accordance with government and environmental regulations.

4.5.6. The Contractor shall maintain or have access to an adequate inventory of standard replacement parts for common components in the systems under contract.

4.6. Technical Specification

4.6.1. The Contractor shall supply all chemicals and shall induce all chemicals into the

Department’s water systems, whether manually or by automatic feed equipment.

4.6.2. Chemical containment vessels stored on site shall be labeled and identified clearly. A copy shall also be placed at each chemical storage site and must be accompanied with each shipment.

4.6.3. The Contractor shall be responsible for the collection of all samples for water analysis/testing to include any laboratory processing and fees.

4.6.4. All monitoring equipment and associated components shall be the responsibility of the PPS to authorize repair and/or replacement of items including, but not limited to; monitor modules, solenoid valves and coils, pumps, tubing, fittings, receptacles, wiring, feed pumps, etc. Replacement components shall be of equal or better quality.

4.6.5. The Contractor shall be responsible for any components and/or equipment that have been damaged due to negligence on the part of the Contractor (i.e., empty chemical feed tanks, etc.) which have deteriorated or have caused damage to said equipment if repair and/or replacement of equipment are required to bring system up to manufacturer’s operating standards. This shall include, but is not limited to, failure to provide scheduled testing/treatment, improper proportions of chemicals, incorrect types of chemicals, in accordance with manufacturer’s specifications.

4.6.6. Calibration/adjustment of chemical feed and monitoring controls shall be the responsibility of the Contractor.

4.6.7. Conductivity control shall be monitored and kept at the manufacturer’s operating standards and shall be checked a minimum of once per week.

4.6.8. The Contractor shall be responsible for cleaning all probes upon each visit in association with conductivity and pH control.

4.6.9. The Contractor shall maintain chemical inventory and check/fill chemical mix tanks and pot feeders as needed per the PPS.

4.6.10. The Contractor shall adhere to all applicable Municipal, County, State, tribunals and Federal codes, regulations, and laws.

4.7. Cooling Tower, Evaporative Condensers, Tube and Shell Condensers, Heat Exchangers:

4.7.1. Testing:

4.7.1.1. The Contractor shall be responsible for the analysis/testing for cooling towers, evaporative condensers, tube and shell condensers and heat exchangers.

4.7.1.2. The Contractor shall complete accurate and precise tests and chemical calculations for chemical control per the chart below.

Analysis/Test Preferred Range

Hardness Parts Per Million (PPM)

Conductivity 3.5 – 4.0 cycles

Microbicides Program to feed 3 times a week for 15min when needed

Calcium, CaCO 3ppm 450 to 500 Max 600

Analysis/Test

Inhibitor (Total) Product Feed Rate ____10‐16ppm_____

System Test Range 10‐16 ppm organic

4.7.2. Treatment:

4.7.3. The Contractor shall be responsible for the treatment of cooling towers, evaporative condensers, tube and shell condensers and heat exchangers:

4.7.3.1. Biological control shall be completed by conducting two (2) compatible microbicides (biocide and algaecide) and shall be alternated weekly.

4.7.3.2. The Contractor shall test/adjust chemical feed pump operation.

4.7.3.3. The Contractor shall test/adjust and calibrate conductivity controllers.

4.7.3.4. The Contractor shall clean conductivity and potential of hydrogen (pH) probes.

4.7.3.5. The Contractor shall test/check bleed off equipment and make‐up water for proper operation/level.

4.7.3.6. The Contractor shall clean strainers as necessary per the PPS.

4.7.3.7. The Contractor shall test/check all chemical storage tanks and refill as necessary and maintain chemical inventory. Chemical mix tanks shall not be left empty.

4.7.3.8. The Contractor’s failure to keep tanks adequately full may cause the Department to require the Contractor to come back out to re‐service the facility at the Contractor’s expense.

4.7.3.9. Cooling towers shall be treated weekly with biological treatment alternated weekly.

4.7.3.10. Chlorine use is prohibited without prior approval by the PPS.

4.7.4. Cleaning:

4.7.4.1. All cleaning shall be scheduled with the PPS, including any necessary equipment shut downs required for proper cleaning. Under no circumstances shall the Contractor shut down equipment for cleaning without prior consent of the PPS and advanced scheduling.

4.7.4.2. All surfaces shall be cleaned with a high‐pressure sprayer. The use of corrosive chemicals to remove heavy scaling or corrosion may be used, but only in inhibited fashion and only with the consent of the PPS.

4.7.4.3. Tower sumps and pans shall not contain more than ¼” of silt or other debris.

Sump strainers spray nozzles, sensing devices and any other tower water distribution devices shall be clean and fully operational.

4.7.4.4. The contractor shall calibrate all control equipment to manufacturer’s standards.

4.7.5. Frequency:

4.7.5.1. Testing shall be performed: once per week.

4.7.5.2. Treatment shall occur once per week at minimum or as necessary per the PPS.

4.7.5.3. Cleaning shall occur annually, unless otherwise requested by the Department. The sites and equipment shall be kept neat and clean.

4.8. Closed Loop Systems

4.8.1. Testing:

4.8.1.1. The Contractor shall complete accurate and precise tests and chemical

Analysis/Test Preferred Range

PH Neutral 8.5 to 9.0 (unless specifies by the Department)

Conductivity 4200 millimhos (mmhos) maximum

Inhibitor

30‐60 Parts Per Million (ppm)

Microbicides 0

Azule Target Treatment Zone Parts Per Million (TTZ ppm) 16 to 18 ppm

4.8.2. Treatment:

4.8.2.1. The Contractor shall add a chemical to pot feeders per the manufacturer’s operating standards.

4.8.2.2. The Contract shall be responsible for cleaning the systems per the manufacturer’s operating standards or as requested by the PPS.

4.8.3. Cleaning:

4.8.3.1. The Contractor shall be responsible for cleaning all closed loop systems per the manufacturer’s operating standards and shall be responsible for:

4.8.3.2. The Contractor shall flush the entire system as deemed necessary by the PPS.

4.8.3.3. The Contractor shall add chemicals per the manufacturer are operating standards.

4.9. Frequency:

4.9.1. Testing shall occur on an Annual basis.

4.9.2. The Contractor shall complete accurate and precise tests and chemical calculations for chemical control per the chart.

4.10. Hot Water Boilers:

4.10.1. Hot water boilers and boiler cleaning shall be included in the resulting contract. The

Contractor shall supply a water‐side evaluation (submitted to the PPS) upon annual shutdown and perform chemical cleaning of each hot water boiler with subsequent written report as to their findings. Water treatment/conditioning to the hot water boiler shall be the Contractor’s responsibility.

4.10.2. Testing:

4.10.2.1. The Contractor shall be responsible for monitoring hot water boilers and provide results to the PPS. In accordance with Special Terms & Conditions 3.30 – Reports.

4.10.2.2. The Contractor shall complete accurate and precise tests and chemical

Analysis/Test Preferred Range Hardness PPM M‐Alkalinity 200+ PH 9.0 to 10.3 Conductivity 4200 mmho Nitrate 600 to 1,000 TTZ, ppm 16 to 18

4.10.3. Treatment:

4.10.3.1. The contractor shall check all pot feeders and refill per the PPS and manufacturer’s operating standards and maintain chemical inventory. Chemical storage tanks shall not be left empty. Contractor’s failure to keep tanks adequately full may cause the Department to require the Contractor to come back out to re‐service the facility at the Contractor’s cost.

4.10.3.2. Internal hot water boiler cleaning/flushing shall be scheduled with the PPS for inspection and cleaning only, when hot water boiler is shut down for annual maintenance, or as requested by the Department.

4.10.3.3. The Contractor shall provide a written chemical equipment inspection and assessment report (for each hot water boiler visit) to avoid any hot boiler failures.

The written report shall contain information of chemical tests, appearance of scaling, corrosion, or any other problems found. This report shall be sent to the PPS the same day as the inspection/assessment is made.

5. Contractor’s Responsibilities

5.1. Safety Data Sheets (SDS Sheets):

5.1.1. The Contractor shall adhere to the Safety Data Sheets (SDS), on all chemicals to be used.

The Contractor shall provide two copies of the SDS sheets; one to the PPS at the Post Award Conference; and one to be included by the Contractor in the Log Book at each designated site.

5.2. Chemical List

5.2.1. A list shall be provided indicating the chemicals that will be used by site location at the

Post Award Conference. An updated list shall be provided if the type of chemical or additional chemicals will be utilized.

5.3. Log Book

5.3.1. The Contractor shall supply a three ring binder at each site location to house the SDS sheets and reports as outlined in the Special Terms and Conditions Section 3.30 ‐ Reports.

The location of the log book shall be stored in a restricted location determined by the PPS and Contractor at the Post Award Conference.

5.4. Contractor/Contractor’s Employees

5.4.1. All persons engaged in performance of work under this contract shall be, unless otherwise approved by the Department, direct bona fide employees of the Contractor. The Department may require verification of the nature of the employment of the employees.

The Contractor’s technical staff must be thoroughly trained with a minimum experience of three (3) years and completely familiar with the specified requirements and methods needed for proper performance of this contract

5.4.2. Contractor’s staff utilized to perform the specifications of this contract must be trained in the proper use and/or accidental spillage of chemicals used for this contract pursuant to OSHA Regulation 1910.1200 of the Hazardous Communication Standards.

5.4.3. In the event the work performance of the contract is not satisfactory, the Contractor will be notified and given two (2) hours to correct the work. Labor for resulting rework will be at the Contractor’s expense.

5.5. Department Reports

5.5.1. The Contractor shall provide two (2) copies of the following reports and documentation mentioned; one to be placed in the Log Book (per Section 5.3) by the Contractor and the second copy to be provided to the PPS.

5.5.1.1. The current status of the water condition during inspection period.

5.5.1.2. Record the findings for reference during monthly inspection.

5.5.2. The reports and additional documentation shall be in a format mutually agreed upon by the PPS and the Contractor within Three (3) days after Post Award Conference.

5.5.3. The Contractor shall provide reports, test results and treatment provided (i.e., amounts added, repairs made/needed, parts used, etc.). Time frames for submittal of all reports and documentation shall be mutually agreed upon by the PPS and Contractor within Three

(3) days after the purchase order is accepted.

6. Department’s Responsibilities

6.1. The Department may perform periodic inspections to ensure compliance with contract requirements.

6.2. The Department may review the quality and acceptability of any work performed under the contract.

6.3. The Department shall notify the Contractor, verbally and in writing, of any deficiencies found within the contract limits. If deficiencies are noted, a copy of the completed Vendor Performance Report will be furnished to the Contractor and to the Procurement Officer.

6.4. The Department shall immediately suspend the Contractor’s operations when work performance is observed in violation of safety rules, regulations or practices. Violation of safety rules, regulations or practices may be considered grounds for termination of the contract.

6.5. The Department reserves the right to inspect equipment at any time and require the replacement of any that does not meet minimum serviceability standards. Equipment, machinery, component or system failures that affect the safe operation of any equipment shall be corrected prior to using the equipment.

6.6. The Department reserves the right to add or remove locations.

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 delivery of service and shall include at a minimum:

Department Location’s Name and Address Service 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 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.

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

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

16. INSURANCE

6.7. 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.

6.8. 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.

18. Minimum Scope and Limits of Insurance

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

Commercial General Liability (CGL) – Occurrence Form

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

General Aggregate $2,000,000 Products – Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $50,000 Each Occurrence $1,000,000

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.

18.2. 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.

18.3. 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).

18.4. Additional Insurance Requirements

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

18.4.1. 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).

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

18.5. Notice of Cancellation

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

18.6. Acceptability of Insurers

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

18.7. 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.

18.7.1. 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.

18.7.2. 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

18.7.3. 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.

18.8. Subcontractors

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

18.9. 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.

18.10. Exceptions

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

18.11. Additional Insurance Requirements

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

18.11.1. 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).

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

19. USAGE REPORT

The Contractor shall furnish the Department a quarterly report showing purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit XX.

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

Usage report quarters shall be defined as follows:

January through March – Report due April 30 April through June – Report due July 30 July through September – Report due October 30 October through December – Report due January 30

20. REMOVAL OF CONTRACTOR’S EMPLOYEES

The Contractor agrees to utilize only experienced, responsible and capable personnel in the performance of the work. The Department may require that the Contractor remove from the job covered by this contract, employees who endanger persons or property or whose continued employment under the contract is inconsistent with the interest of the Department.

21. PROJECT ADMINISTRATION

The Project Manager shall be designated at the time of project assignment. The Project Manager will provide general direction as necessary and be responsible for decisions pertaining to work under this Contract.

22. 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.

23. POST AWARD MEETING

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

UNIFORM TERMS AND CONDITIONS

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

1.1. “AI” means the science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem‐solving, and includes without limitation: AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

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

1.3. “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.

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

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

1.6. “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.

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

1.8. “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.

1.9. “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.

1.10. “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.

1.11. “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.

1.12. “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.

1.13. “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.

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

1.15. “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.

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

2. Contract Interpretation

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

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

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

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

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

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

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

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

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

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

3. Contract Administration and Operation

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

3.2. Non‐Discrimination. The Contractor shall comply with State Executive Orders Nos. 2023‐09, 2023‐01, 2009‐09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when required by Federal or State law.

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

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

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

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

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

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

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

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

3.9. Ownership of Intellectual Property

3.9.1. Rights In Work Product. All intellectual property originated or prepared by Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or…