CTR073430_Contract_Documents.pdf

AD••J:

Procurement

ATTACHMENT

OFFER AND ACCEPTANCE

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.

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By signature in the Offer section above, the Offerer 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.

Solicitation No: BPM006002

State of Arizona

Effective this __ day of _______ 20 __

Procurement Officer

Available online at https://app.az.gov

Awarded Date

Rev09/2022

Docusign Envelope ID: E99F16A2-7694-47F8-B079-4514AC159D05

August

CTR073430

24 27

8/27/2024

Rev. 05/2023

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM06002

DESCRIPTION: Tunnel Fan Maintenance

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.

Kim Matura Procurement Officer Phone: 602-712-7686 Email: kmatura@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) 712-7466. Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation.

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

https://app.az.gov/

TABLE OF CONTENTS

Solicitation No: BPM006002 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 11

Special Terms and Conditions 23

Uniform Terms and Conditions 39

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 40

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

3 – Usage Report 43

4 - Task Order 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 a term contract for the overhaul, annual maintenance and repair services of the I-10 Deck Park Tunnel fans east and west bound.

2. Introduction and Background

2.1. The I-10 Deck Park Tunnel has two vent rooms for the eastbound and two vent rooms for the westbound lanes. There are a total of eight fans, two (2) fans residing in each vent room.

2.2. The fan blades can be reversed for supplying air or exhausting air. This capability is unique to the I-10 Deck Park Tunnel fans.

2.3. There are Carbon Monoxide (CO) sensors that automatically turn on the fans. The motors usually run on low speed, 250 horsepower (hp), to conserve energy. The fans are operated at high speeds, 700 hp, only during emergencies.

3. General Requirements

3.1. The work under this contract shall include all labor, equipment, mobilization and associated traffic control for the maintenance and repair of the I-10 Deck Park Tunnel fans.

3.2. The Contractor’s work hours shall be in accordance to the Department’s service hours as provided by the Project Manager or their representative. Any work performed outside regular hours shall have prior written approval from the Project Manager or their representative.

4. Specific Requirements

4.1. Testing: During troubleshooting or after a repair of the fans, the following tests definitions shall be used:

4.1.1. Continuous Run Test. Operate each fan individually and in parallel and the adjacent fan for a period of one hour at each one of the four supply operating steps, at 100% supply and at design exhaust conditions. Winding, bearing temperatures and vibration shall be recorded on 15 minute interval during each hour of operation.

4.1.2. Parallel Supply Operation Test (after one and again after both fans have been serviced).

Both fans in each ventilation room shall be placed in the supply mode and the blades pitched in two (2) degree increments fifteen (15) minutes apart from the minimum flow position to the rated supply capacity position. The blade position shall then be similarly reduced in two (2) degree steps from rated capacity to minimum flow. The blade positioners shall then be given a command to position the blades in the full supply mode and allowed to operate in full supply for ten (10) minutes. The blade positioner shall then be given a command to position the blades back to the minimum flow position.

4.1.3. The fans shall operate smoothly without stalling or excessive vibration over the entire range of supply operation. Following successful completion of these tests, the fans shall be placed in the full supply mode and one of the fans shall be stopped. The running fan shall operate smoothly without excessive vibration during this operation. This test shall be repeated for each fan to verify stable runout operation.

4.1.4. Parallel Exhaust Operation Test (after one and again after both fans have been serviced).

Both fans in each ventilation room shall be placed in the exhaust mode. They shall be brought to high speed and the blades automatically positioned for rated exhaust flow.

After operating in this mode for ten (10) minutes, the positioners shall be automatically positioned for minimum flow.

4.1.5. The fans shall be positioned for rated exhaust flow and after operating there for five (5) minutes, one (1) fan will be stopped. This test shall be repeated for each fan to verify stable runout operation. Both fans shall operate smoothly without excessive vibration or high temperature during these tests

4.1.6. During the continuous Run Test and the Parallel Supply and Exhaust Operations Test, the following items shall be monitored and reported on a Test Result Report form provided by the Contractor and given to the Department’s Project Manager:

4.1.6.1. Matrix Panel

4.1.6.2. Front bearing, temperature, degrees C;

4.1.6.3. Rear bearing, temperature, degrees C;

4.1.6.4. Outboard bearing, temperature, degrees C;

4.1.6.5. Motor winding, stator, temperature, degrees C;

4.1.6.6. Vibration, horizontal, x axis, in/sec;

4.1.6.7. Vibration, horizontal, y axis, in/sec;

4.1.6.8. Vibration, horizontal, z axis, in/sec.

4.1.6.9. 5kV Switchgear Volts and Amps (fan A, B) each fan. No high voltage maintenance required.

4.1.6.10. Read voltmeter each phase-to-phase;

4.1.6.11. Read ammeter each phase.

4.1.6.12. Blade tip clearance (10 blades per fan)

4.1.6.13. Determine clearance prior to testing;

4.1.6.14. Determine clearance after sequence of fan operation testing.

4.1.6.15. Hydraulic assembly (fan A, B) blade angle mechanical readout

4.1.6.16. Record position indicator from hydraulic assembly in percent (fan A, B);

4.1.6.17. Record mechanical blade angle indicator in degrees;

4.1.6.18. Record oil temperature from hydraulic assembles in degrees Fahrenheit (fan A, B);

4.1.6.19. Record hydraulic assembly oil temperature from indicator on tank reserve;

4.1.6.20. Record flow in Gallons per Minute (GPM) from the flow meter located near mechanical blade angle indicator (fan A, B);

4.1.6.21. Record gage pressure in pounds per square inch gauge (PSIG) (fan A, B).

4.2. Annual Maintenance: The Contractor shall at a minimum perform the following services annually, per the Department’s request:

4.2.1. Check for signs of wear or corrosion damage on fan housings;

4.2.2. Check fan housing, motor and duct work and hold down bolt torque;

4.2.3. Visually inspect for cracks in turning vanes and motor support vanes

4.2.4. Visually inspect duct work for loose material or signs of wear or corrosion damage;

4.2.5. Inspect expansion joints for tightness and condition;

4.2.6. Take motor bearing signatures at high and low speeds and compare with previous yearly records;

4.2.7. Inspect and calibrate all local control systems;

4.2.8. Test the remote operations of each fan function through the control center;

4.2.9. Operate damper motors and observe for normal operations (lubricate as necessary);

4.2.10. Note damper blades in full-closed and open positions adjust motor stops and required to ensure full travel at each end;

4.2.11. Note sensitivity of rotor wheels and fill out appropriate sheets;

4.2.12. Check Total Indicator Run-out (TIR) on hydraulic unit and correct if necessary;

4.2.13. Replace oil in the hydraulic unit as needed using manufacturer required Humble #68 or equivalent (approximately 330 gallon total);

4.2.14. Test temperature, vibration, and blade pitch for low and high speed, at the blade tip clearance. Maintain mechanical performance test acceptance records and provide copy to Department upon completion.

4.3. Repairs

4.3.1. Upon completion of annual inspections, the Contractor shall notify the Department of any necessary repairs that need to be performed.

4.3.2. The Contractor shall provide the Department a quote for parts.

4.3.3. The Contractor shall provide all parts to perform necessary repairs. Pricing will be at a discount (%) off the Manufacturer's Most Current Published List Prices.

4.4. Labor Rates

4.4.1. Labor shall be billed at an hourly rate when at the location, performing the work as defined within the contract. Travel or commute to and from the Deck Park Tunnel, lunch or breaks shall not be considered working hours.

4.4.1.1. The Contractor’s labor rates shall be in accordance with the following hours of operation:

4.4.1.1.1. Regular Hours: are defined as the hours between 5:00 a.m. and 3:30 p.m., Monday through Friday, excluding State Holidays. Summer hours between

4:00 a.m. and 2:30 a.m. may apply as requested by the Project Manager.

4.4.1.1.2. After-Hours: are defined as the hours between 3:31 p.m. and 4:59 a.m., Monday through Friday (Weekends and State Holidays).

4.4.1.1.3. Emergency Hours: are defined as immediate within 24 hours at any time during the week including weekends and State Holidays. The "emergency" status will be determined by the Department.

4.4.2. Labor rates shall include all direct costs, overhead, use of diagnostic equipment, small tools, and consumable items with the exception of parts and traffic control (excluding truck mounted attenuators).

4.5. Emergency Work

4.5.1. In the event emergency work is necessary, the Department shall notify the Contractor verbally. The Department shall provide the condition, assessment, and other applicable information to assist the Contractor in expediting the dispatch of crew and equipment.

4.5.2. The Contractor shall have one (1) hour to respond to the notification by the

Department, four (4) hours to submit a proposal, and 24 hours to begin work.

4.6. Equipment

4.6.1. The Contractor shall be responsible for equipment utilized in the performance of services under this contract. This includes any heavy equipment necessary for personnel to perform maintenance and/or remove equipment to be repaired outside of the facility. Cost associated with removal of any fan equipment shall be the responsibility of the Contractor.

4.8 Brand Name Only or Equivalent

4.8.1 The Humble #68 hydraulic oil is the brand used when the fans were installed; the hydraulic Oil #68 has proven to be effective with fan operation and has been identified as Brand Name Only or Equivalent. The purpose of the brand name or equivalent is for describing the standard of quality, performance, and characteristics desired and is not intended to limit or restrict competition. Any equivalent product meeting the solicitation specifications will be considered

4.9 Task Orders

4.9.1 The Contractor may be required to perform additional work that is not included in the Annual Maintenance Services.

4.9.2 The Department will notify the Contractor by phone or email when services are needed and issue a Task Order Request Exhibit 4, to the Contractor. On the Task Order Request, the Department shall specify at minimum the work to be performed, existing equipment information, date of request, approved date(s) of service (if applicable), and due date for the Contractor’s response to the Task Order.

4.9.3 The Contractor shall respond to the Task Order Request within 3 business days and provide the Department with a quote reflecting at minimum the Contractor’s contract information, complete list of equipment/components/parts with description, quantity, and price, applicable labor, and applicable tax

4.9.4 An approved Task Order and purchase order are required before any work can begin.

4.9.5 There shall be no increase in cost on any approved Task Order and purchase order without written approval from the Department and a revised purchase order.

4.9.6. Pricing shall be based on labor, parts and any replacement equipment as provided

4.10 Maintenance and Protection of Traffic (Traffic Control)

4.10.1 All Traffic shall be maintained through the work area and protected in accordance with the requirements of the Manual on Uniform Traffic Control Devices (MUTCD) current edition as adopted by ADOT including errata and addenda, the ADOT Supplement to current edition of MUTCD and the ADOT Traffic Control Design Guidelines 2019 for Street and Highway Construction, Maintenance, Utility, and Incident Management Operations, as revised, including future revisions.

4.10.2. The MUTCD may be accessed online at any one of the following:

4.10.2.1.American Traffic Safety Services Association (ATSSA), http://www.atssa.com/.

4.10.2.2.Institute of Transportation Engineers, http://www.ite.org/.

4.10.2.3.AASHTO, Publications Order Department, http://www.transportation.org/.

4.10.2.4.Arizona Supplement to the 2009 Manual on Uniform Traffic Control Devices, January 13, 2012, https://azdot.gov/sites/default/files/2019/07/arizona-supplement-to-the-manual-on-uniform-traffic-control-devices-2009-mutcd-edition.pdf. Review 2009 Edition of MUTCD with revisions at https://mutcd.fhwa.dot.gov/pdfs/2009r1r2r3/pdf_index.htm.

4.10.3. These manuals address only minimum standards for traffic control. If any conditions exist, which in the judgment of the Project Manager or their representative requires additional or special traffic control methods or signing, such traffic control shall be supplied by the Contractor.

4.10.4. Work that requires vehicles in the clear zone generally 30 ft. measured from the paint line at the side of the road shall require an approved attenuation device.

4.10.5. All traffic control devices shall be furnished by the Contractor and must be in place prior to the commencement of work.

4.10.6. The Contractor shall provide the Arizona Department of Transportation Regional Traffic Control and the Tunnel Maintenance department with a traffic control plan for each location along with a detailed schedule showing the work activities and https://app.az.gov/ http://www.atssa.com/ http://www.ite.org/ http://www.transportation.org/ https://mutcd.fhwa.dot.gov/pdfs/2009r1r2r3/pdf_index.htm duration for approval. Work shall not begin until traffic control has been established according to the approved plan. All traffic control plans must be approved by the Department of Transportation Regional Traffic Control prior to any work commencing on the project.

4.10.7. Any changes to the accepted traffic control plan must be submitted forty-eight

(48) hours in advance of scheduled work operations, excluding weekends and holidays.

4.10.8. Prior to establishing any lane closures, the Contractor must present a written traffic control plan to Regional Traffic Control, ten (10) work days in advance (weekends and holidays excluded), for the Department’s approval.

4.10.8.1. Full or partial one day weekend closures will be allowed during the nighttime period between Friday at 10:00 P.M. and Saturday at 7:00 A.M or between Saturday night at 10:00 P.M. and Sunday at 8:00 A.M.

4.10.8.2. Partial closures will maintain a minimum of two through lanes, except for the night time period between 10:00 P.M. and 5:00 A.M unless approved by the Central District Management.

4.10.8.3. There will be a moratorium for lane closures from November 15th through the weekend following January 1st.

4.10.8.4 Traffic control for Maintenance and utility work which includes lane, ramp and or shoulder closures may be permitted on Weekday nights not adjacent to a holiday.

4.10.9. The Contractor shall notify the Project Manager immediately prior to establishing any lane closure or restriction and immediately upon dismantling any lane closure or restriction.

4.10.10. If traffic control is to be performed by a Subcontractor, the Contractor shall identify the company on the traffic control plan(s). The traffic control plans shall include the name of the company, address, telephone number, and name of the contact person.

4.10.11. Certain phases of the work (loading and unloading equipment, material and debris) may require lane closures on the ramps. Lane closures or restrictions will only be allowed during off-peak traffic hours.

4.10.12. At the discretion of the Project Manager, the Department shall pay for the use of traffic control devices with the exception of truck-mounted attenuators, based on invoiced pricing.

4.10.13. The Contractor shall provide truck-mounted attenuators when needed for traffic control.

4.11. Safety, Sanitary and Health Conditions

4.11.1. The Contractor shall submit a copy of a Safety Plan with their solicitation bid. The safety plan shall comply with the requirements of OSHA and the State Occupational Safety Standards.

4.11.2. Contract Specifications require all Contractor employees to wear OSHA approved hard hats, high visibility, OSHA approved safety vests (Type III) and steel-toed footwear and full-length pants at all times while working within the right-of-way.

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

4.11.4. Attention is directed to Federal, State and local laws, rules and regulations concerning construction safety and health standards. The Contractor shall not require any workers to work in surroundings or under conditions that are unsanitary, hazardous or dangerous to their health or safety.

4.12 Use of Products

4.12.1. The Contractor shall ensure that all employees have immediate access to the Material Safety Data Sheet’s (MSDS) for each product used in the performance of this contract. Contractor shall be in compliance with all provisions of the Federal Hazard Communication Act.

4.12.2. All products used by the Contractor shall be manufactured products specifically intended for purpose for which they are being used.

Contractor shall not devise any products of his/her own making for use under this contract. The use of all products shall be in strict conformance with the manufacturer’s specifications.

4.13 Protection of the Public and Damages to Existing Structures

4.13.1. The Contractor shall exercise caution at all times for the protection of persons and property. All fines, penalties and repair charges resulting from the Contractor’s actions shall be the sole responsibility of the Contractor.

4.13.2. The Contractor shall not permit placing or use of equipment in such a manner as to block vehicle traffic lanes or create safety hazards. The Contractor shall be responsible for the use of all appropriate warning devices.

4.13.3. The Contractor shall avoid damage to existing structures and landscaping.

In the event that a structure and/or landscaping is damaged in the course of work, the Contractor shall be solely responsible for its repair or replacement.

5. Contractor’s Responsibilities

5.1. Examine the job site carefully, prior to providing a quote, to satisfy themselves as to the man-hours and conditions to be encountered in performing the work. The quote shall be provided at no cost to the Department (i.e. travel, mileage, and related costs).

5.2. The Contractor shall provide all personnel, equipment, and materials required for the execution of startup, operations, performance testing procedures, preparation and submittal of reports. Included in this shall be all testing as required by these specifications and plans and all tests normally recommended by the manufacturer. At a minimum, the Contractors support of the fans shall continue through the completion of the testing specified in Section 4.2 Testing.

5.3. The Contractor shall immediately notify the Department if the Contractor does not have sufficient personnel or supplies to perform the task order in the required completion time. The intent of this provision is to provide relief for unusual circumstances only.

Repeated inability to perform task orders may be cause for termination of the contract.

5.4. The Contractor shall ensure that the installation of all fan equipment and parts meets all manufacturers’ requirements and the fan is returned to like new condition.

5.5. The Contractor shall provide parts and labor to remove, reinstall defective items and retest the fans for a period of twelve (12) months beyond the successful completion of the testing described in Section 4.2 Testing at no additional cost to the Department.

5.6. No visitors, wives, husbands, or children of the Contractors employees will be allowed in the work location during working hours unless they are bona fide employees of the

5.7. 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 and shall not be leased employees, sub-contractors, or independent contractors. The Department may require verification of the nature of employment of the employees. This requirement is not intended to preclude the Contractor’s use of subcontractors for specialty services.

5.8. The Contractor shall suspend operations if weather conditions are such that work operations cannot be carried out in a safe and effective manner, or will pose an environmental hazard. If such suspension occurs, the Contractor shall immediately notify the Project Manager or their Representative. The Project Manager or their Representative may suspend work operations at any time, when in their judgment, present or impending weather conditions are such that work operations cannot be carried out in a safe, effective manner.

5.9. The Contractor shall notify the Department of any manufacturer or design changes that alter the product(s) specifications.

6. Department’s Responsibilities

6.1. The Project Manager is responsible for overseeing task orders to ensure contract compliance.

6.2. The Department may perform periodic inspections to ascertain Contractor’s compliance with the contract requirements.

6.3. The Department will provide a purchase order to the Contractor before any work begins.

SPECIAL TERMS AND CONDITIONS

STANDARD SPECIAL TERMS AND CONDITIONS

(IN ORDER OF PRECEDENCE)

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

6. SHIPPING TERMS

Delivery shall be F.O.B. Destination to the location designated herein. Contractor shall retain title and control of all goods until they are delivered. All risk of transportation and related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The Department will notify the Contractor promptly of any damaged goods and shall assist the Contractor in arranging for inspection.

7. DELIVERY

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

Delivery of the product does not constitute acceptance.

8. INSPECTION AND ACCEPTANCE

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

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

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

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

9. INVOICING and PAYMENT

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

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

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

The Department will make every effort to process payment for the purchase of product within thirty (30) calendar days after the Department has conducted the necessary reviews, inspections and acceptance as described herein.

The department acceptance date will be the valid date for starting the thirty (30) calendar day payment period.

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

10. ESTIMATED USAGE

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

11. PRICE REDUCTION

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

12. PRICE INCREASE

The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices.

All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned. Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State.

13. SAFETY STANDARDS

Items supplied under this contract shall comply with all current applicable safety standards and regulations including the Occupational Safety and Health Standards of the State of Arizona Industrial Commission, the National Electric Code and the National Fire Protection Association Standards.

14. WARRANTY

The Contractor warrants:

1. That all services performed hereunder shall conform to the requirements of this contract and shall be performed by qualified personnel in accordance with the highest professional standards.

2. That all items furnished hereunder shall conform to the requirements of this contract and shall be free from defects in design materials and workmanship. Any defects of design, workmanship or materials shall be fully corrected by the Contractor (including parts and labor) without cost to the Department.

3. The warranty period on workmanship and materials shall be based on a minimum of twelve (12) months from the time of acceptance by the Department.

15. CURRENT PRODUCTS

All products supplied under this contract shall be in current and ongoing production; shall have been formally announced for general marketing purposes; shall be a model or type currently functioning in a user (paying customer) environment and capable of meeting or exceeding all specifications and requirements set forth in the contract.

16. PRODUCT DISCONTINUANCE

In the event that a product or model is discontinued by the manufacturer, the Department at its sole discretion may allow the Contractor to provide a substitute for the discontinued item. The Contractor shall request authorization to substitute a new product or model and provide the following:

1. A formal announcement from the manufacturer that the product or model has been discontinued.

2. Documentation from the manufacturer that names the replacement product or model.

3. Documentation that provides clear and convincing evidence that the replacement meets or exceeds all specifications required by the original solicitation.

4. Documentation that provides clear and convincing evidence that the replacement will be compatible with all the functions or uses of the discontinued product or model.

5. Documentation confirming that the price for the replacement is the same as or less than the discontinued product or model.

17. CONTRACT ADMINISTRATION

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

18. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group 1655 W. Jackson Street, MD 100P

Phoenix, Arizona 85007-3276

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

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

19. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

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

Possession of weapons (firearms, explosive device, knife or blade of more than three inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property.

Further, if the Contractor or any subcontractors or others in the employ or under the supervision of the Contractors or subcontractors are asked by an ADOT official to leave the ADOT property, they are advised that failure to comply with such a request shall result in cancellation of the contract and anyone who refuses, whether armed or not, is subject to prosecution under A.R.S. § 13-1502, "Criminal trespass in the third degree; classification."

20. INDEMNIFICATION CLAUSE

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

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

20. INSURANCE REQUIREMENTS

20.1. The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the Department. Certificate(s) shall be received within 10 calendar days of notification of contract award by the Procurement Officer.

20.1.1. 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.

20.1.2. 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.

20.2. Minimum Scope and Limits of Insurance

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

20.1.1. Commercial General Liability (CGL) – Occurrence Form

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

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

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

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

20.1.2. Business Automobile Liability

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

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

a. Policy shall be endorsed, as required by this written agreement, to include the

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

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

20.1.3. Workers’ Compensation and Employers’ Liability

Workers' Compensation Statutory

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

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

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

20.2. Additional Insurance Requirements

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

20.2.1. 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).

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

20.3. 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).

20.4. 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.

20.5. 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.

20.5.1. 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.

20.5.2. 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.

20.5.3. 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.

20.6. 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.

20.7. 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.

20.8. 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.

21. USAGE REPORT

The Contractor shall furnish the Department a quarterly report showing purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 3. Usage reports shall be submitted to the Procurement Officer no later than 30 days after the end of each quarter.

Usage report quarters shall be defined as follows:

January through March – Report due April 30

April through June – Report due July 30

July through September – Report due October 30

October through December – Report due January 30

22. CONTRACT ORDER OF PRECEDENCE

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

Federal Terms and Conditions;

Special Terms and Conditions;

Uniform Terms and Conditions;

Statement or Scope of Work;

Specifications;

Attachments;

Exhibits

23. LICENSES, PERMITS, CERTIFICATIONS

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

24. POST AWARD MEETING

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

UNIFORM TERMS AND CONDITIONS

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

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

1.2. “Contract” means the combination of the Solicitation, including the Instructions to

Offerors, the Uniform and Special Terms and Conditions, and the Specifications and

Statement or Scope of Work; the Offer and any Best and Final Offers; and any

Solicitation Amendments or Contract Amendments.

1.3. "Contract Amendment" means a written document signed by the Procurement

Officer that is issued for the purpose of making changes in the Contract.

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

1.5. “Data” means recorded information, regardless of form or the media on which it may be recorded. The term may include technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

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

1.7. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the

Exhibits section of the Solicitation generally containing maps, schematics, examples of reports, or other documents that will be used to perform the requirements of the

Scope of Work after contract award.

1.8. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.9. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.10. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.11. “Services” means the furnishing of labor, time or effort by a Contractor or

Subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

1.12. “State” means any department, commission, council, board, bureau, committee, institution, agency, government corporation or other establishment or official of the executive branch or corporation commission of the State of Arizona that executes the

Contract.

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

1.14. “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any Materials or any Services required for the performance of the Contract.

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

2. Contract Interpretation

2.1. Arizona Law. The Arizona law applies to this Contract including, where…