CTR073851_Contract_Documents.pdf

Procurement

OFFER AND ACCEPTANCE

Solicitation No: BPM005905 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.

Herc Rentals Inc.

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

27500 Riverview Center Blvd.

Address Printed Name Date

Bonita Springs Florida 34134

City State Zip Title hercbids@hercrentals.com

239-301-1678 Email Address Phone Number hercbids@hercrentals.com

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

Jason Oosterbeek

Vice President

6-17-2024

Docusign Envelope ID: CEE65204-F96C-4B5E-8FC7-48C5211E5BF9

CTR073851

24September19th

9/19/2024 https://app.az.gov/

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson Street

Phoenix, AZ 85007

Solicitation Amendment Summary SOLICITATION NO.: BPM005905 AMENDMENT NO.: One (1)

DESCRIPTION: Vehicle Rental Services

Rev. 04/2020

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

Solicitation Requirements:

1. The solicitation due date has been moved from June 7, 2024 at 3:00 PM MST to June 12, 2024 at 3:00

PM MST.

2. Paragraph 4.1.6, Specific Requirements, is hereby removed.

3. Paragraph 4.1.12, Specific Requirements, is hereby replaced with the following language: “Contain a full tank of gas at time of pick up at the airport and returned the same way; other locations outside of the airport are exempt. Vehicles will be returned with the level of fuel as agreed to at the time rental.

4. Paragraph 4.1.13, Specific Requirements, is hereby replaced with the following language: “Be free of Contractor’s emblems and logos. Excluding three quarter ton and Box trucks.”

5. Paragraph 4.3.4, Specific Requirements, is hereby replaced with the following language: “Contractor shall accept reservations made at a minimum of 24 hour (short notice) prior to required pickup.”

6. Paragraph 4.4.1.4, Specific Requirements, is hereby removed.

7. Paragraph 4.5.3, Specific Requirements, is hereby replaced with the following language: “Monthly Rate –

Thirty (30) continuous days.”

8. Paragraph 4.5.4, Specific Requirements, the following language is hereby added: “One Way Rate - per day (24 hours) for the rental of a vehicle.”

9. Paragraph 4.6.4, Specific Requirements, is hereby replaced with the following language: “Rates shall include unlimited mileage, excluding Box and ¾ quarter Ton Trucks (non-passenger vehicles).”

10. Paragraph 4.6.5, Specific Requirements, is hereby replaced with the following language: “Customer will pay additional fees, charges and taxes (Contractor will remit taxes owed the State) listed on the Pricing Sheet. These items must clearly describe the purpose of the charges with applicable, necessary usage to explain the billing.”

11. Paragraph 4.6.6, Specific Requirements, the following language is hereby added: “Rental Rates are for Vehicles rented in Arizona only.”

12. Paragraph 4.7.1, Specific Requirements, is hereby replaced with the following language: “Assume and bear the risk of loss or damage to the rented vehicles (including costs of towing, administrative costs, loss of use and replacement) in accordance with this contract. Unless incident is caused by Renter negligence.”

13. Paragraph 4.7.2, Specific Requirements, is hereby replaced with the following language: “The Representative of the eligible agency will report any loss or collision damage in the event of an accident or theft of a vehicle immediately to the local law enforcement authority for the jurisdiction where the incident occurred. Followed immediately by notification to the Contractor. The Representative will return any keys, key fobs or keyless (smart) entry devices belonging to the vehicle to the Contractor upon receipt of a replacement vehicle.”

14. Paragraph 4.7.4, Specific Requirements, is hereby replaced with the following language: “The Contractor will be responsible for all fees and charges related to loss or accident unless the representative or a third Party is determined to be at fault for the incident.”

15. Paragraph 4.7.5, Specific Requirements, is hereby removed.

SOLICITATION NO.: BPM005905 AMENDMENT NO.: One (1)

16. Paragraph 5.1.1, Specific Requirements, is hereby replaced with the following language: “Possess the business capacity to provide vehicles on short notice (minimum Twenty Four (24) hours), and Statewide next day service.

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

SOLICITATION NO.: BPM005905 AMENDMENT NO.: Three (3)

Pursuant to the Uniform Instructions to Offerors, Item B.6, Solicitation Amendments, the above referenced

Solicitation Requirements:

1. The solicitation due date has been changed to June 20, 2024 at 3:00 PM MST.

2. Paragraph 15, Special Terms and Conditions is hereby replaced with the following language: “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. Paragraph 15, Special Terms and Conditions is hereby replaced with the following language: 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 Insurance and Indemnification Guidelines for State of Arizona Contracts Service Contracts (Other Than Professional Services) Updated:

May 8, 2018 Page 26 of 183 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, except in those instances in which a Claim results from a violation of this Agreement by the State.

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.”.

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

Key:

Green: Addition Red: Deletions Purple: New 1 of 1

Item # Section Referenced Section, Title, Paragraph No. Referenced Original Language of Referenced Section and Paragraph Exception or Change Requested by Herc Rentals ADOT Response 08/08/2024 Herc Rentals Response 08/14/2024 ADOT Response 08/21/2024 Herc Rentals Response 08/XX/2024

1 Scope of Work Section 4.1.14

4.1.13 Be free of Contractor’s emblems and logos. Excluding three quarter ton and Box trucks.

Be Free of Contractor’s emblems and logos. ADOT agrees per section 4.1.13 of BPM005905 Solicitation per amendment 3 that emblems are excluded on Trucks three quarter ton and higher, and on Box Trucks. Ok

2 Scope of Work Section 4.5 Vehicle Rental Rates

4.5.3 Monthly Rate – Thirty (30) continuous days. Monthly Rates are based on a 28 day month or 4 week billing cycle. ADOT is ok with this change

Ok

3 Scope of Work Section 4.6 Additional Rate information

4.6.3 The Contractor will not charge additional fees for any one-way domestic rentals.

The Contractor will not charge additional fees for any one-way domestic rentals. Vehicles will not be charged additional fees for one way rentals if they remain within Arizona and are returned to a Herc location. Rentals that leave the state will be subject to additional charges.

ADOT cannot agree to requested exception.

Herc cannot agree to remove our exception #3. All vehicles rented under the contract must be returned to a Herc location. If equipment is going to be returned to a Herc location that is out of AZ, the branch must be notified prior to the rental. An delivery quote will be provided at that time of request based on the scope.

4.6.3 The Contractor will not charge additional fees for one-way domestic rentals if the vehicle is rented, utilized and returned to a Herc location within the State of Arizona.

Ok

4 Scope of Work Section 4.7 Damage or Loss

4.7.1. Assume and bear the risk of loss or damage to the rented vehicles (including costs of towing, administrative costs, loss of use and replacement) in accordance with this contract. Unless incident is caused by Renter negligence.

Agency will be responsible for damages and loss while vehicles are in Agency’s possession.

State suggest removing this section in its entirety

Ok

(Insert more rows as applicable)

Solicitation No. BPM005905 Summary of Exceptions and Responses - Herc Rentals

SOLICITATION NO.: BPM005905 AMENDMENT NO.: One (2)

Pursuant to the Uniform Instructions to Offerors, Item B.6, Solicitation Amendments, the above referenced

1. The Solicitation due date has been hereby changed to, June 19, 2024 at 3:00PM MST.

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

Rev. 05/2023

STATE OF ARIZONA

1655 W. Jackson St., MD 100P

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM005905

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Tom Kornell Senior Procurement Officer Phone: 602-712-8520 Email: tkornell@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.

TABLE OF CONTENTS

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 7

Uniform Terms and Conditions 16

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 33

2 - Title VI/Non-Discrimination Assurances Appendix E 34

3 – Quarterly Usage Report 35

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 Vehicle Rentals.

2. Introduction and Background

2.1. The State of Arizona Department of Transportation (agency) is seeking to contract with a qualified

Supplier(s) who can provide vehicle rental services statewide for the State of Arizona and all participating Eligible Agencies. This service will be used to support official organizational goals.

3. General Requirements

3.1. Contractor(s) shall provide 24/7 customer service. Contractor(s) shall be licensed and meet all of the applicable requirements of the Arizona Department of Motor Vehicles and any Arizona Department of Public Safety rules and regulations for safe automotive transportation.

4. Specific Requirements

4.1. Vehicle Requirements – At a minimum Contractor vehicles shall;

4.1.1. Contain all standard factory equipment;

4.1.2. Provide vehicles including but not limited to compacts, sedans, SUVs, Vans, Trucks, 4X4’s and Passenger Vans (up to 12 passenger) (gasoline, hybrids, full electric);

4.1.3. Contain automatic transmission;

4.1.4. Contain cruise control on all vehicles larger than compact sedans;

4.1.5. Contain air conditioning (including rear air conditioning on all passenger vans and full size SUVs);

4.1.6. Contain skid plate package and anti-slip differential for ¾ ton and 1 ton two-wheel drive trucks.

4.1.7. Not exceed the Arizona legal requirements for tinted windows.

4.1.8. Contain rear view mirrors on driver side and passenger doors.

4.1.9. Contain at least seven (7) seatbelts to accommodate a driver and 6 passengers on all minivans;

4.1.10. Have all required licenses and maintained in a safe operational condition in accordance with manufacturer’s requirements, industry standards, and all applicable laws.

4.1.11. The requested model or one similar too, is readily available at designated pick up location.

4.1.12. Contain a full tank of gas at time of pick up at the airport and returned the same way;

other locations outside of the airport are exempt. Vehicles will be returned with the level of fuel as agreed to at the time rental.

4.1.13. Be free of Contractor’s emblems and logos. Excluding three quarter ton and Box trucks.

4.2. Customer Service Requirements – At a minimum the Contractor shall provide a toll free number for state employees to call in the event of an accident and/or a repair becomes necessary and a replacement vehicle is required.

4.3. Reservation Requirements

4.3.1. Contractor shall provide a toll free customer service number. Available 24/7 for all Eligible

Agencies to use for reservations using the assigned contract customer number.

4.3.2. Contractor shall provide a website, and maintain a secured online reservation system where the customer can access a comprehensive listing of, and description for, the vehicles, services and rental rates including geographical mandated fees and applicable taxes under this contract.

4.3.3. A login or similar process shall be utilized to ensure only authorized individuals from all statewide Eligible Agencies are able to place reservation orders using the assigned contract customer number.

4.3.4. Contractor shall accept reservations made at a minimum of 24 hour (short notice) prior to required pickup.

4.3.5. Reservation system shall not allow order(s) to be placed for non-contracted vehicles or services listed in this contract.

4.4. Service Requirements – At a minimum services shall meet the following requirements:

4.4.1. Vehicle Pick-up and return

4.4.1.1. Vehicle Class – The Contractor shall provide a vehicle in the same class of the reservation. If the vehicle is not available at the schedule time of pick-up the Contractor shall immediately supply an alternative vehicle that is acceptable to the representative of the eligible agency.

4.4.1.2. Vehicle Inspection - The Contractor and representative shall inspect the vehicle at the time of pick-up and agree to its condition in writing.

4.4.1.3. Guaranteed Payment - At no time shall the representative of the eligible agency be required to use personal resources to guarantee payment.

4.4.2. Hours of Operation: At a minimum, Contractor locations shall be open and available to process pick-ups and returns of vehicles from 8:00 AM through 5:00 PM, Monday through Friday, with the exception of Arizona State Holidays.

4.4.3. Repairs: At any point during the duration of a rental and the vehicle is in need of repairs, the Contractor shall take immediate action to rectify the issue. If a replacement vehicle is necessary, the Contractor shall deliver the replacement vehicle to a location determined by the representative of the eligible agency. The Contractor shall be responsible for all repairs and towing of the vehicle if necessary.

4.4.4. Safety: Vehicles shall be equipped and maintained to meet all federal, state and local vehicle safety standards, codes and ordinances. If any unsafe or contractually unacceptable condition is brought to the Contractor’s attention, a suitable replacement vehicle shall be provided immediately at no additional charge.

4.4.5. Condition: Vehicles provided shall, at the time of rental, be clean, well maintained and in excellent operating condition. Tires shall be properly inflated and all preventative maintenance shall be current.

4.4.6. Required Documents: Current vehicle registration, proof of insurance shall be present in the glove-box of each rental vehicle.

4.4.7. Emergency Information: Emergency toll free telephone numbers, procedures and required forms shall be provided with each vehicle for use in the event of the need for a service call, breakdown or accident.

4.5. Vehicle Rental Rates – Rates shall be the same statewide regardless of the county; this does not include geographical mandated fees and applicable taxes under this contract. The rates descriptions are as follows:

4.5.1. Daily Rate – Per day (24 hours) for the rental of a vehicle.

4.5.2. Weekly Rate – Seven (7) continuous days with charges every 24 hours. Therefore, a 7 day rental is actually six (6) days of daily rate charges.

4.5.3. Monthly Rate – Twenty Eight (28) continuous days 4 week billing cycle.

4.5.4. One Way Rate – Per day (24 hours) for the rental of a vehicle.

4.6. Additional Rate information:

4.6.1. Credit Cards numbers will not be required to make reservations.

4.6.2. Vehicle Substitutions - If the size/class of vehicle reserved is not available, the Contractor will substitute an upgraded vehicle at the same price or, with the representative of the eligible agency’s consent, a smaller vehicle at a reduced rate.

4.6.3. The Contractor will not charge additional fees for one-way domestic rentals if the vehicle is rented, utilized and returned to a Herc location within the State of Arizona.

4.6.4. Customer will pay additional fees, charges and taxes (Contractor will remit taxes owed the State) listed on the Pricing Sheet. These items must clearly describe the purpose of the charges with applicable, necessary usage to explain the billing.

4.6.5. Rental Rates are for Vehicles rented in Arizona only.

4.7. Damage or Loss – At a minimum the Contractor shall:

4.7.1. The Representative of the eligible agency will report any loss or collision damage in the event of an accident or theft of a vehicle immediately to the local law enforcement authority for the jurisdiction where the incident occurred. Followed immediately by notification to the Contractor. The Representative will return any keys, key fobs or keyless (smart) entry devices belonging to the vehicle to the Contractor upon receipt of a replacement vehicle.

4.7.2. Accident notification is required by State of Arizona Risk Management Division in accordance with R2- 10-207.6, “Accident and Incident Reporting” procedures.

4.7.3. The Contractor will be responsible for all fees and charges related to loss or accident unless the representative or a third Party is determined to be at fault for the incident.

4.8. Emergency Roadside Assistance

4.8.1. Contractor shall provide 24-hour Emergency Roadside Assistance statewide at no additional charge.

5. Contractor’s Responsibilities

5.1.1. Possess the business capacity to provide vehicles on short notice (minimum Twenty Four (24) hours), and Statewide next day service.

5.1.2. Ensure vehicle is ready for dispatch when the Customer arrives.

6. Department’s Responsibilities

6.1. Return the vehicle with a full tank of fuel, or level of fuel as agreed to at the time rental.

6.2. Any fines, penalties and costs for parking or traffic violations incurred during the rental (unless caused by the Contractor) shall be the responsibility of the Representative and their agency.

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 use of all State of Arizona departments, agencies and boards. In addition, eligible universities, political subdivisions and nonprofit educational or public health institutions may participate at their discretion. In order to participate in any resultant contract, a university, political subdivision or nonprofit educational or public health institution must have entered into a cooperative purchasing agreement with the State Procurement Office as required by A.R.S. §41-2632. This cooperative purchasing agreement must be in effect at the time of order. The Contractor shall verify if an ordering entity is an eligible cooperative purchasing member before selling materials to or providing services for them under the contract. The current list of cooperative purchasing members is available on the State Procurement Office website at https://spo.az.gov/suppliers/usage-reporting.

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non‐ profit organizations, other state governments, the federal government and tribal nations. For reference, “non‐profit organizations” are defined in A.R.S. § 41‐2631(4) as any nonprofit corporation as designated by the IRS under Section 501(c)(3) through 501(c)(6) of the tax code.

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

Eligible Agencies 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 an Eligible Agency 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 https://spo.az.gov/suppliers/usage-reporting 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.

Contractor shall acknowledge each order from Eligible Agencies in conformance with each agency’s instructions given at the time of ordering. Orders from eligible cooperative purchasing members create no obligation on State’s part. Notwithstanding, the Contractor shall fulfill orders under the Contract to any Eligible Agency. The Contractor’s refusal to do so would be a material breach of the Contract.

6. INVOICING REQUIREMENTS

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

State of Arizona department, entity, or Eligible Agency Location, Name and Address

Vendor Name, Remit to Address and Contact Information

Contain Vendor License Surcharge (VLS) charge as mandated by the State of Arizona

Contract Number

Purchase Order Number

Invoice Number and Date

Contract Line Item Number

Line Item Description or Item or Service

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Not include a Transaction Privilege Tax ( TPT) for rentals in the State of Arizona

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

N/A

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 Insurance and Indemnification Guidelines for State of Arizona Contracts Service Contracts (Other Than Professional Services) Updated: May 8, 2018 Page 26 of 183 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, except in those instances in which a Claim results from a violation of this Agreement by the State.

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

16.1 Insurance Requirements

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.

16.1.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

16.1.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

16.2 Minimum Scope and Limits of Insurance

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

16.2.1 Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000

• Products – Completed Operations Aggregate $1,000,000

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $50,000

• Each Occurrence $1,000,000

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

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

16.2.2 Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or no 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.

16.2.3 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).

16.3 Additional Insurance Requirements

16.3.1 The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions: Insurance and Indemnification Guidelines for State of Arizona Contracts Service Contracts (Other Than Professional Services)

Updated: May 8, 2018 Page 28 of 183 5.4.1 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). 5.4.2

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

16.4 Notice of Cancellation

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

16.5 Acceptability of Insurers

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

16.6 Verification of Coverage

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

16.6.1 All such certificates of insurance and policy endorsements must be received by the

State before work commences. The State’s receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement.

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

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

16.7 Subcontractors

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

16.8 Approval and Modifications

The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action.

16.9 Exceptions

In the event the Contractor or 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.

17. AMINISTRATIIVE FEE

Contractor shall pay State an administrative fee against all Contract sales to Co-op Buyers, as provided for under A.R.S. § 412633. The fee rate prior to January 1, 2024, is one (1%) percent. After January 1, 2024 the new rate will be (1.5%), and again on January 1, 2025 by an increase to Two (2%). Rates are set in accordance with SPO Technical Bulletin (TB) 007, available on the SPO website, which may be revised at the State’s sole discretion as part of Arizona state procurement policy. For convenience (though note that this link may change over time) TB 007 may be found here:

https://spointra.az.gov/resources/procurement-regulations.

Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Contract Terms and Conditions Section 8 and its right to terminate for default under Section 9. Method of calculation, payment procedures, and other details are provided on the State Procurement Office website:

https://spo.az.gov/ https://spointra.az.gov/resources/procurement-regulations https://spo.az.gov/

18. USAGE REPORT

18.1 Administrative Fee Reporting

Contractor shall submit to ADOA‐SPO a Quarterly Report documenting all Contract sales to both eligible State agencies and cooperative purchasing members, itemized separately. A Quarterly Report shall be submitted even if there have been no sales. The Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they place Orders independently of each other.

Quarterly reports on transactions with cooperative purchasing members are required to be filed with ADOA‐SPO. Failure to remit the administrative fees/usage reports is a material breach of contract, and will entitle State to its remedies under Article 8 and its right to terminate for default under Article 9. Method of calculation, payment procedures, and other details are provided on the State Procurement Office website at https://spo.az.gov/suppliers/usage-reporting.

18.2 ADOT Usage Report Requirements

The Contractor shall furnish ADOT a quarterly report showing all purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 03.

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

19. 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.

20. 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.

https://spo.az.gov/suppliers/usage-reporting

UNIFORM TERMS AND CONDITIONS

Solicitation No: BPM#005905

Available online at

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

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

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

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

2. Contract Interpretation

2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona

Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.

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

2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the

Contract, as accepted by the State and as they may be amended, the following shall prevail in the order set forth below:

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

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

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

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

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

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

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

3. Contract Administration and…