CTR074466_Contract_Documents.pdf

Procurement

ATTACHMENT 1

OFFER AND ACCEPTANCE

Solicitation No: BPM006149 Available online at https://app.az.gov

Rev 09/2022

OFFER

TO THE STATE OF ARIZONA:

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

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

Address Printed Name Date

City State Zip Title

Email Address Phone Number

Company Email Address Fax Number

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

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

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

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

State of Arizona

Effective this day of 20

Procurement Officer Awarded Date

Field Data Services of Arizona

31894 Whitetail Ln

Temecula CA 92592 smorris@fdsaz.com smorris@fdsaz.com

Sharon Morris July 26, 2024

President

(520) 316-6745

(866) 686-7612

Docusign Envelope ID: 348FBF8F-0F2F-4D7D-BC37-EAA2BD9EA3DF

10/31/2024

24November

CTR074466

1st

Rev. 05/2023

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM006149

DESCRIPTION: Traffic Monitoring On Call

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

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

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

“An Equal Opportunity Agency”

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

Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712-7466. 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: BPM006149 Per Amendment 1

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

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 10

Uniform Terms and Conditions 21

Federal Provisions 34

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 57

2 - Title VI/Non-Discrimination Assurances Appendix E 58

3 - Certification of Final Disadvantaged Business Enterprise (DBE) Payment 59

4 - Billing Summary and Reimbursement Form (BSR) 60

5 - Quarterly Usage Report 61

SCOPE OF WORK

Available online at

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 traffic data collection services.

2. Introduction and Background

2.1. The Department and its subrecipients conduct traffic data collection to supplement the State’s needs.

The Department heavily relies on local and regional participation to ensure federal Highway Performance Monitoring System (HPMS) compliance, particularly on roadways functionally classified above ‘local’ such as Minor Arterials, Major Collectors, and Urban Minor Collectors.

2.2. Locally managed data collection efforts are not only preferred, but highly encouraged in promoting the importance of data management and data quality by the road owner/maintainer. However, where member agencies are not positioned to collect traffic data, counts should be collected at the Councils of Government (COG) level to supplement member agencies’ efforts.

2.3. In addition to these three categories, the Department requests that all collected traffic count data be submitted for all other roadways, regardless of the functional classification or the federal aid eligibility. Local road information is used to provide more accurate traffic data estimates for the Model Inventory of Roadway Elements (MIRE) data reporting, statewide Vehicle Miles Traveled (VMT) calculations and modeling services to regional planning partners, department groups, and the Federal Highway Administration (FHWA).

3. General Requirements

3.1. Contractors will be responsible for collecting manual traffic counts statewide on prescribed traffic counting locations (including mainline, freeway-to-freeway ramps, grade-separated interchange ramps, freeway frontage roads and freeway interchange crossovers and functionally classified locally owned roadways) which are required to be counted and reported to FHWA during the designated count year.

3.2. Under the management of the Department’s Multimodal Planning Division (MPD) Traffic Monitoring staff, the Contractor will provide close coordination to ensure the ability to react to changes in data collection activities quickly or to reschedule, per the Department’s direction. The Contractor will coordinate with the Department Project Manager (DPM) monthly to provide invoices, progress reports, updated schedules, and draft deliverables for review.

3.3. The Contractor will work with the DPM to put in place a schedule to complete the prescribed count locations required for federal reporting needs. This schedule will be based on the available budget, Contractor capacity, and DPM’s requested prioritization.

3.4. The Contractor will also work closely with the Department’s MPD and other stakeholders (i.e. Local governments, COGs, Metropolitan Planning Organizations (MPOs), counties) to make recommendations for current or future improvements to the Department and local agency Traffic Count programs. This effort will include, but not be limited to, increased count locations, increased count density on certain segments and reclassification of roadways based on count results or roadway characteristics.

Available online at

3.5. The Contractor will be responsible for obtaining an encroachment permit prior to any work performed within the state right of way. For state owned locations, encroachment permits are issued by each of the respective Department district offices where the encroachment will be located.

3.6. For all counts conducted on the local network, the contractor is responsible for coordinating with towns, cities and local municipalities to obtain encroachment permits.

3.7. Task Assignments or Requests for Project Quotes will be distributed to include source and percentage of funding; a detailed scope of work including minimum tasks to be performed, deliverables, performance measures, and other work project requirements; response submission requirements and deadlines; and information about how a contractor will be selected.

3.8. The Task Assignment or Request for Project Quote document shall specify any federal requirements unique to the work project’s scope or funding. Submitting a response for such work projects shall be deemed an acceptance of those terms and conditions and agreement to comply.

3.9. The Contractor shall perform all work as specified in a distributed scope of work and agreed upon work plan; collaborate with internal and external stakeholders selected and identified by the Department; deliver interim and final work products as specified; and meet all agreed upon schedules;

and perform work within agreed upon budgets.

3.10. Pricing identified is maximum (not-to-exceed) unit prices. Contractors shall provide quotes on a task assignment or request for project quote document where the unit price is equal to or less than the unit price in the contract.

4. Specific Requirements

4.1. The Contractor will collect traffic data annually throughout the state of Arizona. . At all count sites, full vehicles classification counts using FHWA’s vehicle classifications schema https://www.fhwa.dot.gov/policyinformation/vehclass.cfm#:~:text=The%20classification%20scheme% 20is%20separated,both%20power%20and%20trailer%20units should be collected in 15-minute directional bins. Average speed should be reported also for the same 15-minute bins. Traffic counting equipment will be set to provide a minimum 48-hour count data. 48-hour counts must be collected and not include dates on or near holidays or special events. The Contractor will contact appropriate school districts to determine school holidays. The Contractor will provide the DPM a planned schedule of locations where counts are to be collected for each week.

4.1.1. Traffic counter setting specifications and requirements – Intrusive Counts

All conventional (intrusive) traffic count sets made by the contractor must adhere to these specifications and conditions:

4.1.1.1. The traffic recording equipment is to be configured to capture traffic count volumes only. The total duration of these volume counts must be no less than 48 hours. The recording interval to be used for these volume counts shall be fifteen (15) minutes.

https://www.fhwa.dot.gov/policyinformation/vehclass.cfm#:%7E:text=The%20classification%20scheme%20is%20separated,both%20power%20and%20trailer%20units https://www.fhwa.dot.gov/policyinformation/vehclass.cfm#:%7E:text=The%20classification%20scheme%20is%20separated,both%20power%20and%20trailer%20units

Available online at

4.1.1.2. All roadways with open, soil, raised (curbed) or barrier medians shall be treated as double (directional) count sets. Locations that do not fit those criteria will be non-directional where practicable to do so. This may not be possible on some multi-lane routes that may feature continuous left turn lanes. In such cases, directional counts should be taken.

4.1.1.3. Where the Department Linear Referenced System (LRS) designates a dual carriageway, each traffic counting device assigned to each location must be programmed to start and stop operating at the same time.

4.1.1.4. If a reset of traffic counting equipment becomes necessary for any reason at a given location, the contractor must reset all counter machines that were needed to completely cover the roadway – not just those which failed or otherwise produced a bad count.

4.1.2. Traffic counter setting specifications and requirements – Non-Intrusive Counts

All non-intrusive traffic count sets made by the contractor must adhere to these specifications and conditions:

4.1.2.1. Each Traffic Count Section (TCS) location requiring the use of non-intrusive equipment on bi-directional facility must be set up to obtain directional counts from the outside shoulder of each carriageway. A minimum number of devices are to be deployed for each TCS location – in such a fashion that they ensure optimal performance and accuracy. It is at the discretion of the contractor to make a determination of suitable locations to install and operate all devices as long as they are within the limits of the TCS section that is being covered with them.

4.1.2.2. If the non-intrusive equipment is easily capable of generating other types of data reports (i.e. speed and length in addition to volume) without being reset or reprogrammed in the field, the Department would like to be provided with a copy of the results of such outputs.

4.1.2.3. Where the Department Linear Referenced System (LRS) designates a dual carriageway, each traffic counting device assigned to each location must be programmed to start and stop operating at the same time.

4.1.3. In the event a traffic count location does not meet acceptable data requirements due to technician error or equipment failure, a reset is required at the expense of the contractor.

4.1.4. The Contractor will collect field data at roadway sites ordered at times where traffic is representative as defined in section 4.1, unless specified otherwise .

4.2. Loading to MS2 Traffic Count Data System

4.2.1. All traffic count data must be uploaded into the Midwestern Software Solutions (MS2) Traffic

Count Data System (TCDS) https://adot.public.ms2soft.com or region specific COG/MPO site online traffic data repository in a method consistent with the following specifications:

https://adot.public.ms2soft.com/

Available online at

4.2.1.1. Traffic count locations (blue squares) must exist or be created by Contractor on the TCDS prior to loading traffic counts.

4.2.1.2. All files must be named in accordance with the Location ID number on the TCDS.

4.2.1.3. Individual traffic counts should pass validation checks that are run by the TCDS automatically during import. The Contractor should summarize validation errors and validation warning flags by site location and report to the DPM.

4.2.2. Data should only be uploaded after DPM has reviewed the manifest. Individual traffic count results must be furnished in an electronic format compatible with data reader(s) of the MS2 TCDS web portal. The TCDS can accommodate several different file formats proprietary to individual traffic count equipment makers, and any unsupported formats using standard input templates in Microsoft Excel format. Support and training on MS2 TCDS and upload process is available from the Department’s Traffic Monitoring Group.

4.3. Summary Manifest

4.3.1. The contractor will provide the DPM with the summary manifest in a spreadsheet format for review before finalization and assignment in the MS2 TCDS. The manifest for all traffic counts taken under this project should include information provided in the original site list and the following additional information for each traffic count collected:

4.3.1.1. Station Identification.

4.3.1.2. Start Date of counts – including calendar day of the week (Monday, Tuesday, etc).

4.3.1.3. The total duration of the count in hours (i.e. 48hr).

4.3.1.4. Raw count values (ADT Volume, Average Speeds, PctSingleUnit Truck, PctCompoUnit

Truck).

4.3.1.5. Travel direction (if applicable).

4.3.1.6. Data collection technology used (Tubes, Radar, etc).

4.3.1.7. Field collected GPS coordinates of where the count was taken (at least five decimal places). Note that if the Department’s smartphone location validation app is used, Lat/Long for the final count site does not need to be updated in the manifest.

4.3.1.8. Other relevant field notes about the traffic count sets.

4.4. Quality Control Management and Review

4.4.1. All traffic counts should be collected using suitable traffic counting methods and equipment. It is anticipated that traffic counts at low volume sites will be collected using pneumatic road tubes while counts at high volume sites will need to be collected using radar, video or other appropriate technology.

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4.4.2. The Contractor must review and quality-check all data. Data should additionally be uploaded to the MS2 TCDS where several validation criteria will be applied automatically through the TCDS. Quality checks that result in a warning or critical error should be assessed and data should not be assigned in the MS2 TCDS until data quality requirements have been satisfied.

The Contractor shall submit both raw count data files and a summary manifest to be reviewed by the DPM as well.

4.4.3. Contractor is required to use a field application for Field Collection Quality Control approved by the DPM. The Department may require a contractor to use the Department’s field application Survey123 in place or in absence of the contractor’s field work tool. If using a non- Department tool, a report of field work should be provided to the DPM on a monthly basis.

This report should detail the accuracy of the counting efforts in the field and should show where all counts were done and where issues may have occurred.

4.4.4. Two foot precision on geospatial coordinates must be collected during field visits and provided on the Summary Manifest. Field collected GPS coordinates are best collected using the Department’s smartphone Field Work Validation app (discussed above), in which case, the coordinate locations would be provided automatically without the Contractor needing to add information to the Summary Manifest. The app can be installed and used on any GPS enabled android or apple device. An active Login ID and Password would be provided by the Department for each project. The contractor would then produce a validation report from the Field Work Validation app or contractors own field work tool. A recount will be needed where equipment is deployed to a location outside major bisecting roadways. Refer to the guidance document from the Department for instructions on app installation and use:

https://docs.google.com/presentation/d/1otVlIqgpYp79G8Hw9bZPT037jPDpywQKrjaGVhcaQw 8/edit?usp=sharing.

4.4.5. If a counting device or tube fails or if a traffic count data does not otherwise pass the

Contractor’s quality control review, a recount must be completed at no additional cost. Any missing or inaccurate TCS locations must be reported to the DPM.

5. Contractor’s Responsibilities

5.1. The Contractor shall bear all transitional expenses incurred for any costs associated with removing or replacing Personnel who are performing work under the contract.

5.2. The Contractor shall be diligent in maintaining open communications with the Department, and especially the DPM, MPD Contracts & Compliance staff, and MPD Finance staff, or similar functions of the cooperative using agency. Work shall be completed in a responsible and professional manner and in accordance with the specifications, schedules, work plan, performance indicators, and operating standards as designated in the task assignment.

5.3. In the event that any project is located within tribal land or includes tribal involvement as a stakeholder, the cooperative using agency and the Contractor must exercise tribal consultation and coordination protocol when providing related services. The purpose for this provision is to ensure compliance with “ADOT’s Tribal Consultation Policy” and Arizona Revised Statute Section §41-2051, Subsection C – Responsibilities of state agencies located at:

https://app.az.gov/ https://docs.google.com/presentation/d/1otVlIqgpYp79G8Hw9bZPT037jPDpywQKrjaGVhcaQw8/edit?usp=sharing https://docs.google.com/presentation/d/1otVlIqgpYp79G8Hw9bZPT037jPDpywQKrjaGVhcaQw8/edit?usp=sharing

Available online at https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/02051.htm. An ADOT Tribal Transportation Consultation Online Training Course and Handbook are available to the Contractor and shall be reviewed upon selection for any task assignment that requires tribal involvement. For an understanding of what that protocol entails, refer to Module 4 of the Course which is located on the Arizona Tribal Transportation website at:

http://www.aztribaltransportation.org.

5.4. All Contractors and Subcontractors must be registered in both the Arizona Procurement Portal and the

ADOT DBE & OJT Online Reporting System (DOORS).

5.4.1. Primes and subcontractors for Cooperative users using FHWA fund will need to record their projects in the Local Public Agency (LPA) DBE System.

5.5. Task Assignment Modifications: Work cannot proceed until appropriate financial processing has occurred and any federal approvals are received when and where necessary and a modified purchase order is issued. All MPD work changes must be reviewed by MPD Contracts and the Department’s Procurement Office in advance of proceeding to ensure the change is permissible under both State and Federal requirements and regulations. All changes must be approved and a revised Purchase Order (PO) must be issued prior to work commencing. Any work started prior to a revised purchase order being issued will be considered work contemplated under the original task assignment and not eligible for price increase.

5.5.1. Cooperative members may designate their own process for modifications except that all modification requests must include: the using agency’s tracking number or project number if provided, Project Title, Procurement Contract Number, and Purchase Order Number.

5.5.2. All modification requests must include a justification for the modification, what modification is to be made, and how the modification is necessary to meet the stated task assignment project objectives. Additional documents or forms will be required depending on the type of revision requested.

5.6. MPD Invoicing: Invoicing shall be submitted using the provided MPD Billing Summary and

Reimbursement (BSR) form (Exhibit 4) in such a way that payment may be completed no more than monthly and no less than quarterly as agreed upon in the Task Assignment. Submitting an Hours Contribution Table (a tab in the BSR) does not indicate a time and materials contract.

A single PDF package, assembled in the order with the Billing Report as the first page in landscape format, followed by all required forms of the BSR and then with all other support documentation, and named according to the file naming convention: “AgencyName INVxxxx MPDXXXX-FY DateSubmitted.pdf” shall be submitted to MPDInvoice@azdot.gov.

6. Department’s Responsibilities

6.1. Provide sufficient information in each Task Assignment Request for Project Quote to include a scope of work including minimum counts to be performed and other work project requirements; response submission requirements and deadlines; and information about how a contractor will be selected.

https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/02051.htm http://www.aztribaltransportation.org/

Available online at

6.2. Assign a DPM who is responsible for directing, reviewing, and approving Contractor’s work products and invoices.

6.3. The DPM will address all questions which may arise as to the quality and acceptability of any work performed by the Contractor under the contract.

6.4. Make available relevant Department Data, Statistics, Presentations, Videos, Graphics, etc. as agreed upon the work plan.

6.5. The Department’s project manager must complete a Vendor Performance Report at the conclusion of the Project to document either positive or negative concerns or interactions. Additional Vendor Performance Reports may be completed at any time during the term of the project.

SPECIAL TERMS AND CONDITIONS

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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 nonprofit 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 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.

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

Available online at

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:

• 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 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.

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8. PRICE REDUCTION

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

9. PRICE INCREASE

The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than sixty (60) days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices. All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned.

Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State.

10. CONTRACT ADMINISTRATION

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

11. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group

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

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

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

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12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

The Contractor or any subcontractors are prohibited from having weapons in their possession or on their person within the building. Weapons shall be stored securely, consistent with A.R.S. § 13-3118, in the Contractor’s or any subcontractor’s vehicle if there are no storage amenities available at the ADOT facility.

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, knifes or blade of more than three (3) inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property except in the manner stated above.

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

13. REVIEW OF CONTRACTOR’S WORK

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

14. ACCURACY OF WORK

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

15. INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, 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, Available online at defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

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

16. INSURANCE

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

16.1. Insurance Requirements

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

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

16.2. Minimum Scope and Limits of Insurance

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

16.2.1. Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000

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

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $ 50,000

• Each Occurrence $1,000,000

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

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

16.2.2. Business Automobile Liability

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

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

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

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

b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards,

16.2.3. Worker's Compensation and Employers' Liability

• Workers' Compensation Statutory

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

a. Policy shall contain a waiver of subrogation endorsement, as required in this written agreement, in favor of the State of Arizona, and its departments, agencies, boards,

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

16.2.4. Professional Liability (Errors and Omissions Liability)

• Each Claim $2,000,000

• Annual Aggregate $2,000,000

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a. In the event that the Professional Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two (2) years beginning at the time work under this Contract is completed.

b. The policy shall cover professional misconduct or negligent acts for those positions defined in the Scope of Work of this contract.

16.3. Additional Insurance Requirements

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

16.3.1. The Contractor's policies, as applicable, shall stipulate that the insurance afforded the

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

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

16.4. Notice of Cancellation

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

16.5. Acceptability of Insurers

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

16.6. Verification of Coverage

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

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

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

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

16.7. Subcontractors

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

16.8. Approval and Modifications

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

16.9. Exceptions

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

17. ADMINISTRATIVE FEE

Contractor shall pay the State an administrative fee against all Contract sales to Co-op Buyers, as provided for under A.R.S. § 41-2633. The fee for goods and services provided under this Contract is 1.5%. On January 1, 2025, the administrative fee will increase to 2%. Rates are set in accordance with State Procurement Office (SPO) Technical Bulletin (TB) 007, available on SPO’s website, which may be revised at the State’s sole discretion as part of Arizona state procurement policy. 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 Uniform Terms and Conditions Section 8, State’s Contractual Remedies, and its right to terminate for default under Section 9, Contract Termination. Method of fee 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/

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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 the Department a quarterly report showing purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 5.

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. KEY PERSONNEL

It is essential that the Contractor provides adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract.

20. SUBCONTRACTORS

It is essential that the Contractor provides adequate experienced subcontractors, capable of and devoted to the successful accomplishment of work to be performed under this contract.

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

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

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21. REMOVAL OF CONTRACTOR’S EMPLOYEES

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

22. PROJECT ADMINISTRATION

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

23. CONTRACTOR SELECTION FROM MULTIPLE CONTRACTS

The Department makes no guarantee as to the amount of work to be assigned to any Contractor and may exercise its option not to utilize the services requested herein. Selection will be at the sole discretion of the Department. The Department is under no financial obligation to any selected Contractor unless the Department issues a Purchase Order for a specific requirement.

24. 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.

25. PERFORMANCE STANDARDS

Performance of this contract may require the Contractor to have access to and use of data and information which may be considered proprietary to a Government agency or a Government Contractor or which may otherwise be of such a nature that its dissemination or use, other than in the performance of this contract, would be adverse to the interests of the Department or others.

The Contractor agrees that Contractor’s employees and Subcontractor’s employees will not divulge or release data or information developed or obtained in connection with the performance of the resulting contract, unless made public by the Department, except to authorized-State personnel, or upon written approval of the Department.

26. PROJECTS AS ASSIGNED

The Department may invite one or multiple Contractors to propose on each Task Assignment. The Task Assignment will include the counts and locations and any work requirements for responding. The Department will select the Contractor(s) that best meet the designated selection criteria for the project.

If the Department cannot reach an agreement with the selected Contractor, the Department may choose to select another Contractor from the list of proposing or awarded Contractor(s) or may choose…