CTR075487_Contract_Documents.pdf

Docusign Envelope ID: 06BEC8FD-AE76-4DE9-B3C3-8F9CE567D011

2522 January

1/22/2025

CTR075487

Rev. 05/2023

Procurement

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM006465

DESCRIPTION: Litter Pick Up Services for Operational ROW in Central District

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.

Sage Brenner Procurement Officer Phone: 602.712.8860 Email: sbrenner@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: BPM006465 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 13

Uniform Terms and Conditions 21

EXHIBITS

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

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

3 – Phoenix Metropolitan Boundary Map 41

4 - Historical Route Information 42

5 - Scheduled Routes 43

6 - Task Assignment Form 45

7 – Safety Plan Program Requirements 46

8 - Scheduled Segment Work Report 47

9 - Quarterly Usage Report 48

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 Highway Litter Pick Up for Operational ROW in Central District.

2. Introduction and Background

2.1. The Department intends to establish a term contract for scheduled and call-out litter pick-up and disposal services along the highways in the Phoenix Metropolitan Area. Litter presents safety and environmental impacts. For high-traffic areas, litter service is required frequently, and this contract will allow for a responsive litter program that reduces complaints from the public and improves the aesthetics of the roadway.

2.2. Refer to Exhibit 4. Historical information regarding the Department’s usage of highway litter pick up and disposal services.

2.3. Work shall not include the handling of hazardous and/or biohazardous materials.

3. General Requirements

3.1. The Contractor shall be ready to provide services within 30 days of contract award.

3.2. All work shall be performed along the Department’s Right-of-Way (ROW) in the Phoenix Metropolitan Area. For routes and milepost locations, refer to Phoenix Metropolitan Boundary Map and Locations, Exhibit 3.

3.3. Areas where litter removal shall occur include all landscaped areas that impact the operation of Arizona Highway systems, including formal and informal landscape areas, drainage areas, washes, certain pedestrian areas/walkways, over and underpasses, and box culverts. Paved roadway areas open to public vehicular traffic are excluded from the scope of services.

3.4. Work Schedule

3.4.1. The Contractor’s work hours must correspond to the Department’s hours. The required work hours may vary to accommodate seasonal changes. Work shall be performed Monday through Friday. No work shall be performed on weekends or State Holidays without prior written approval of the Department.

3.4.2. The Contractor shall not deviate from the agreed-upon work schedule without approval from the Department.

3.5. The Contractor shall furnish all necessary labor, tools, equipment, supplies, materials, and disposal services necessary to effectively perform the required services.

4. Specific Requirements

4.1. The Contractor shall collect and remove all litter and debris 4”x4” or larger. This may include but is not limited to all trash, paper, refuse, rubber, advertising signs on fences or posts (excluding signs for political candidates), tires, bicycles, car parts, shopping carts, furniture, appliances, intact glass bottles, and other large bulk items. The Contractor is not responsible for the removal of hazardous or biohazardous materials.

4.1.1. If the Contractor encounters items they do not feel that they can secure safely, they shall immediately contact the Department Inspector and notify them of the circumstances. The Department shall have final say regarding if the item of concern is able to be secured safely.

4.2. All litter collected shall become the property of the Contractor and shall be disposed of in a legal manner.

4.3. Litter shall not be left bagged or piled on the ROW overnight. The Contractor shall collect and dispose of any bagged and loose refuse that may have been left by other entities.

4.4. Rubber tires and tire pieces collected may be offloaded at the closest ADOT Maintenance facility or become the property of the Contractor.

4.4.1. If Contractor chooses to offload tires and tire pieces onto the Department, the Contractor shall coordinate with the ADOT Inspector, who will notify the Maintenance yard prior to offloading tires. The Contractor shall notify the Department of how many tires were taken to the ADOT maintenance yard.

4.5. At a minimum, each Crew shall have four (4) crew members, one of which will be the truck operator.

4.6. Process for Encountering Hazardous/Biohazardous Materials

4.6.1. The Contractor’s personnel shall not be responsible for removing hazardous materials from the right-of-ways, but shall notify a Department representative as soon as possible.

4.6.2. When the Contractor’s operations encounter or expose any abnormal condition which may indicate the presence of a hazardous, contaminated, and/or toxic material, such operations shall be discontinued in the vicinity of the abnormal condition and the Department shall be notified immediately.

4.6.3. As a part of the notification, the Contractor should include an accurate location and picture of the hazardous/biohazardous material.

4.7. Scheduled Routes

4.7.1. The Department has identified certain high priority routes that shall be serviced on a regular basis. Refer to Scheduled Routes, Exhibit 5.

4.7.2. Prior to work starting, the contractor will provide a schedule to the Department the route(s) they are maintaining. The Contractor and the Department will agree on the schedule for the route(s). Once a route schedule is established, the Contractor shall not make any changes without notifying the Department at least one (1) day in advance of the change. Schedules are subject to change at the discretion of the Department based on performance.

4.7.3. The Contractor shall provide a list of the trucks and number of staff members per segment with a point of contact for the Foreman and the driver for each truck.

4.7.4. The Contractor shall be responsible for removing litter along their awarded routes in order to meet or exceed the minimum acceptance level in Section 4.7.4.1 Inspection Grading Chart.

4.7.4.1. Inspection Grading Chart

Category Criteria Sample Route Area

Clear Zone No hazards within 15 feet of the roadway (non-paper items- metal, boxes, vehicle debris) 1 mile

Landscaping Items larger than 4 inches in size (no more than 15 items) 40 feet by 300 feet

Landscaping High noticeable items- plastic bags, bottles, items larger than a foot (no more than 5 items**) 40 feet by 300 feet

The minimum acceptance level is meeting 2 of 3 grading criteria.

4.7.5. Frequency levels identified in Exhibit 5 Scheduled Routes are the recommended levels of service expected for each route. The Contractor may be required to provide additional services on the route to maintain the minimum acceptance level outlined in section 4.7.4.1 Inspection Grading Chart, at no additional cost to the Department.

4.7.6. Inspection

4.7.6.1. The Department intends to provide an inspection of each route at least two (2) times a week. The route(s) shall meet the minimum acceptance level listed in the grading chart.

4.7.6.2. If the inspection does not meet the minimum standard in the grading chart, the Contractor shall respond to notification from the Department within 24 hours with a plan to address corrective work. The work to bring the area in compliance shall be completed within two (2) business days of notification.

4.7.6.3. If a route is not meeting quality requirements, the Department may require an increase in crew members or change in schedule.

4.7.6.4. If a route is identified as unacceptable three (3) consecutive times, the Department may require before and after photos be sent to the Department.

4.7.6.5. The Department reserves the right to modify the inspection grading criteria as required through the life of the contract, by mutual agreement.

4.7.7. Dump fees will not be reimbursed to the Contractor for scheduled routes.

4.7.8. If a high number of constituent complaints are received in a particular area, the Contractor may be required to service that area and address the complaints in a timely manner.

4.7.9. Certain routes are also serviced by ADOPT a Highway Sponsors. The Contractor will be provided with a monthly schedule of these activities from the Department. Those areas are identified in Scheuduled Routes Exhibit 5 and their schedules will be provided by the Department. These areas are also subject to change at the discretion of the Department.

4.7.10. Scheduled routes may need to be added, modified, or removed due to construction.

If this occurs, the Contractor and the Department will discuss the modifications.

4.8. On-Call Litter Pick Up Services – Task Assignment

4.8.1. In addition to the scheduled routes, the Department has a need for on-call litter pickup services. If all scheduled routes are being maintained as currently indicated in the Scheduled Routes Exhibit 5, the anticipated use will be minimal. However, the Department may need to include additional crews for on-call services throughout the life of the contract, depending on need.

4.8.2. The Department shall notify the Contractor of required call out services by issuing a Task Assignment, Exhibit 6, which will include the location and other pertinent information to perform the services.

4.8.3. The Contractor shall respond to each Task Assignment within three (3) working days and provide the Department with a quote reflecting the number of hours, equipment required, estimated amount for dump fees, and total cost to perform the service.

4.8.4. Once the Department accepts the Task Assignment and it is finalized, the Department will issue a purchase order for the requested services. No work shall be performed until a purchase order is received by the Contractor.

4.8.5. Deviation from the amount reflected on the quote which results in an increased cost to the Department must be approved in writing prior to the commencement of work.

4.8.6. The Contractor’s disposal fees will be paid for by the Department as a pass-through cost. A clear weigh ticket shall be submitted to the Department within two (2) business days that includes date and time stamps for the Contractor to be reimbursed.

4.8.7. When not transporting other crew members, the vehicle operator shall perform litter pick up services.

4.8.8. The Contractor shall provide a minimum of one vehicle per crew that has the capacity to transport one (1) full crew and one (1) days’ worth of trash.

4.9. Equipment

4.9.1. The Contractor shall provide and maintain during the entire period of this contract, equipment sufficient in number, operational condition and capacity to efficiently perform the work and render the services required by this contract. This includes sufficient "back- up" equipment to provide uninterrupted service when equipment breakdown occurs.

4.9.2. The Contractor shall equip each vehicle with a GPS tracking system that is accessible to the Department at all times while the Contractor is working in the Right of Way.

4.9.3. The Department reserves the right to inspect equipment at any time and require the replacement of any that does not meet minimum serviceability standards. The Contractor shall maintain a listing of equipment meeting these requirements. This equipment list shall be available for the Department when performing these services under this contract.

4.9.4. The Contractor shall be solely responsible for any equipment breakdown repair cost associated with this service.

4.9.5. All vehicles and trailers must be maintained in good repair, appearance, and sanitary conditions at all times. Truck beds and trailers shall be tight and have enclosed sideboards and covered tops capable of containing the refuse collected. Equipment, machinery, component or system failures that affect the safe operation of any equipment shall be corrected prior to using the equipment.

4.9.6. All factory supplied safety equipment and roadside maintenance equipment shall be present and operational on the vehicle including but not limited to spare tire and tools.

4.9.7. Contractor's vehicles and mobile equipment shall be clearly marked with company name and/or logo and an identification number.

4.9.8. Vehicles used within the scope of this contract shall be equipped with top-mounted, amber rotating beacon light(s) that shall be in operation at all times while equipment is operated within the Department’s right-of-way. Rotating amber beacon lights shall be equal to code three, 6105 rectangular and/or 550 round for uniformity. Lights shall be visible from all directions for a distance of 500 feet to the oncoming traffic at all times and not be blocked by material in truck beds and trailers.

4.10. Safety

4.10.1. All Contractor personnel shall wear white hard hats of an OSHA approved type and high visibility safety vests (type III), safety toed shoes, work gloves and long pants while working within the contract area limits.

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

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

4.10.4. All Contractor’s personnel must wear a reflective safety vest or outer garment meeting ANSI/ISEA 107-2004 Class 2 standards at all times while in the ROW.

4.10.5. The Contractor shall submit a copy of a Safety Plan prior to the Post Award Meeting.

The safety plan shall comply with the requirements of OSHA and the State Occupational Safety Standards. Refer to Safety Plan Program Requirements, Exhibit 7.

4.11. Reporting

4.11.1. Scheduled Routes

4.11.1.1. The Contractor shall notify the ADOT inspectors where each crew starts and ends each day. They shall also provide the Department with the weight of the litter that is taken to the landfill.

4.11.2. On-Call Services

4.11.2.1. The Contractor shall complete and submit an electronic Daily Work Report, Exhibit 8, to the Department at the end of every week or at a frequency as directed by the Department.

4.11.2.2. Daily work reports shall be legible and clearly visible. These reports may be modified at any time to meet the needs of the Department.

4.11.3. The reporting forms and reporting process are subject to change any time, at the discretion of the Department.

4.12. Language Requirement

4.12.1. At least one of the Contractor’s On-Site Crew Members and additional personnel as deemed necessary by the Department must be literate and fluent in the English language. This is not meant to require that all Contractor’s personnel speak, read, and write English.

4.12.2. This requirement is necessary due to the following reasons which include, but are not limited to:

4.12.2.1. Warnings of emergencies and hazards

4.12.2.2. Preparation of reports

4.12.2.3. Communication with Department personnel

4.12.3. Due to the significance of the above listed reasons, the English requirement is being made with the intent that communications between the Contractor’s employees, Department personnel, and the public will be understood.

4.13. Suspension of Work

4.13.1. The Contractor shall suspend operations if weather or road conditions are such that or work conditions are such that work operations cannot be carried out in a safe and effective manner, or will pose environmental hazard. This includes seasonal conditions and/or conditions beyond the Department’s control such as excessive water flow in the roadside ditches, culverts, and etc. If such suspension occurs, the Contractor shall immediately notify the Department.

4.13.2. The Department may suspend work operations at any time, when in their judgment, present or impending conditions are such that the work cannot be carried out in a safe and effective manner.

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

5. Contractor’s Responsibilities

5.1. The Contractor shall carry on operations in such a manner that damage is not inflicted to existing grounds, landscaping, utilities, highway milepost markers, signs, delineators, median cable barriers or other structures and features.

5.2. For the continuous and ongoing safety of the Contractor’s employees, the Contractor’s truck and operator shall remain nearby their employees at all times and shall have a means to maintain communication with all employees when operating in the work site.

5.3. Contractor’s Employees

5.3.1. All Contractors’ employees shall be in compliance with all OSHA and other State, Federal and Local regulatory agency requirements.

5.3.2. Employees shall be neat, clean and appropriately dressed in an approved, clean uniform with an identification badge or patch that contains the Contractors name and employee’s name, at times while on duty. The identification badge shall be worn on the outer garment.

5.3.3. Due to the nature of the work performed, Contractor employees, in a sense, will represent the State to the motoring public. Employees shall treat motorists in a friendly, courteous manner. Employees should keep well informed on local road conditions, detours, points of interest, and services available, but shall refrain from recommending any retail service over another.

5.3.4. Employees are prohibited from having firearms or weapons in their possession while on duty

5.3.5. No visitors, spouses or children of the Contractor’s employees will be allowed in the work location during hours unless they are bona fide employees of the Contractor.

Parking of employee’s personal vehicles within the Right-of-Way will not be permitted.

6. Department’s Responsibilities

6.1. If deemed necessary, the Department will furnish any roadway traffic control.

6.2. The Department will be responsible for all damage caused by acts of nature to Department property. If the damage is so severe that extended closure of the roadway is necessary, the Contractor’s duties and compensation may be suspended for the closure period.

6.3. The Department will perform periodic inspections to ensure compliance with contract requirements. The Department will determine the acceptability and quality of any work performed under the contract.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

6. INVOICING REQUIREMENTS

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

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

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

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

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

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

7. ESTIMATED USAGE

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

8. PRICE REDUCTION

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

9. PRICE INCREASE

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

10. CONTRACT ADMINISTRATION

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

11. NOTICES

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

a. If intended for the State, to:

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

Phoenix, Arizona 85007-3276

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

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

12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

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, knife or blade of more than three 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, 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.

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.

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.

Minimum Scope and Limits of Insurance

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

Commercial General Liability (CGL) – Occurrence Form

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

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

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

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

Business Automobile Liability

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

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

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

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

Workers’ Compensation and Employers’ Liability

Workers' Compensation Statutory

Employers' Liability o E ach Accident $1,000,000 o D isease – Each Employee $1,000,000 o D isease – 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).

Additional Insurance Requirements

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

1.1.1 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).

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

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).

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.

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.

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.

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.

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.

Subcontractors

Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor.

All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of this contract, proof from the Contractor that its subcontractors have the required coverage.

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.

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. 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.

18. 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.

19. USAGE REPORT

The Contractor shall furnish the Department a quarterly report showing purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 9.

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

Usage report quarters shall be defined as follows:

January through March – Report due April 30

April through June – Report due July 30

July through September – Report due October 30

October through December – Report due January 30

20. POST AWARD MEETING

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

UNIFORM TERMS AND CONDITIONS

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

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

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

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

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

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

Solicitation Amendments or Contract Amendments.

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

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

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

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

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

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

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

Scope of Work after contract award.

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

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

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

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

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

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

Contract.

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

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

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

2. Contract Interpretation

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

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

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

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

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

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

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

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

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

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

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

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

3. Contract Administration and Operation

3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain any and all Data and other

“records” relating to the acquisition and performance of the Contract for a period of five (5) years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Orders

Nos. 2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when required by

Federal or State law.

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

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

Subcontract.

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this

Contract as required under A.R.S. § 41-2547. The State shall also have the right to test, at its own cost, the Materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the Materials or Services. If the State determines non-compliance of the Materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the

State to the person indicated on the Offer and Acceptance form submitted by the

Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation, stated in the Contract, or listed on the State’s eProcurement system. An authorized Procurement Officer and an authorized

Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

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

3.7. Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in relation to any Materials and Services offered under the

Contract, with a view to reducing State costs and improving the quality and efficiency of the provision of Materials or Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

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

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

3.9. Ownership of Intellectual Property

3.9.1.