CTR076160_Contract_Documents.pdf

Docusign Envelope ID: 25B77E1A-757A-466E-88C3-98A191F3F256

CTR076160

March20th 25

3/20/2025

Rev. 11/2024

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

INVITATION FOR BID

SOLICITATION NUMBER: BPM006656

DESCRIPTION: On-Call Operational Support, Minor Repairs and Maintenance Services

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Kim Matura Procurement Officer Phone: 602-712-7686 Email: kmatura@azdot.gov

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

“An Equal Opportunity Agency”

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

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

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

https://app.az.gov/

TABLE OF CONTENTS

Solicitation No: BPM#006656 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 10

Uniform Terms and Conditions 20

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 36

2 - Title VI/Non-Discrimination Assurances Appendix E 37

3 – Right of Way Task Order 38

4 – Location Map Region & County 40

5 – Usage Report 41

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 On-Call Operational Support, Minor Repairs and Maintenance Services.

2. Introduction and Background

2.1. On-Call operational support, minor repairs and maintenance services for Department managed properties are needed to maintain the Department’s various types of properties, located throughout the multiple regions of Arizona. The Department’s Right of Way Unit manages residential properties that were purchased for future freeway/highway projects. These properties are leased until planned projects are ready to be constructed and require the services listed in section 3.2. All Commercial operational support services to include construction and major repairs will be contracted separately.

3. General Requirements

3.1. Operational Support, Minor Repairs and Maintenance Services: The Contractor shall provide residential maintenance, minor repair, and emergency services in the categories listed in section 3.2.

3.2. Operational Support, Minor Repairs and Maintenance Services for Department Managed Properties is intended to be utilized for minor repairs and regular maintenance to include but not limited to, the following categories for the Department’s managed properties:

Insulation

Ceiling Tile and Grid Repairs

Repairs to small appliances

Replacing hardware (i.e. cabinet handles, drawer handles, door locks, etc.

Carpentry Repairs

Pressure Washing

Emergency Plumbing

Concrete/Cement Services, cement floors, cement sidewalks & walkways, curb & gutter repair/replacement. cement saw cut services i.e. channels, drain repairs)

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

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

3.5. The Contractor shall take all necessary precautions for the protection of staff or residents and prevention of accidents.

4. Specific Requirements

4.1. Notifications of work/projects

The Department may elect to utilize the following methods to initiate specific work as needed.

4.1.1. Task Order Request Notification

4.1.2. Phone/Electronic Notification

4.2. Task Order Request Notification:

4.2.1. The Department’s Right of Way unit shall notify the Contractor by phone or electronically, when service is needed and will issue a Task Order, Refer to exhibit 03, Right of Way Task Order Form, advising the Contractor of the location and all pertinent information necessary to provide a quote.

4.3. Phone/Electronic Notification:

4.3.1. The Department’s Right of Way unit shall notify the Contractor by phone or email when service is needed, advising the Contractor of the location and all pertinent information necessary to provide a quote.

4.3.2. The Department’s Right of Way unit’s request for a quote shall be returned by the Contractor, with a complete cost itemization, with the total hours to complete the request, listed. The Contractor shall estimate any additional cost associated with the project with the quote when it is provided.

4.4. Response Time and Services

4.4.1. The Contractor shall provide a method whereby they can be readily contacted. The Contractor must return Department calls within twenty‐four (24) hours, of receiving the Department’s request.

4.4.2. The Contractor shall have dedicated supervisors who will oversee the work to be performed under each Request. The Contractor is responsible to provide the Department with a phone number for each supervisor assigned to perform work for each Request.

4.4.3. Services shall not be performed until a quote and completion date has been approved by the Department. Any deviation from the amount reflected on the Contractor’s response to the request shall be approved by the Department prior to commencement of work.

4.4.4. Repetitive failure to meet the approved completion date may result in contractual measures.

4.4.5. The Department shall not be responsible for services that are completed by the Contractor without prior authorization.

4.4.6. All services provided shall be in accordance with the Department and Arizona Department of Environmental Quality (ADEQ) and applicable Arizona native plant laws, environmental rules and regulations. Failure to comply shall result in immediate termination of this contract.

4.4.7. All work completed by the Contractor shall be subject to inspection and approval by the Department.

4.5. Repair Requests by Task Order: The Contractor shall have five (5) calendar days to respond to any requests and provide the Department with a quote reflecting the number of hours to complete the requested work required to keep Department property, equipment and structures working effectively, reliably, and efficiently. The Department will provide reasonable means of access to all equipment covered by the resulting contract. All equipment shall be repaired to equipment manufacturer’s specifications.

4.6. Repair Request by Phone Call: The Contractor must respond to all service requests, repair calls regardless of weather conditions. Repair calls shall be responded to within Four (4) hours during normal business hours. All repair service shall be determined by a designated Department representative. Repair services are defined as those scheduled services that are required to keep Department property, equipment and structures working effectively, reliably, and efficiently. The Department will provide reasonable means of access to all equipment covered by the resulting contract. All equipment shall be repaired to equipment manufacturer’s specifications.

4.7. Maintenance: Maintenance consists of pre‐scheduled recurring actions agreed upon with a Department representative. The maintenance tasks shall be designed to maintain Department property, equipment and structures to keep them working effectively, reliably, and efficiently.

4.8. Emergency Services: Emergency services are defined as those services that are not pre‐scheduled and services are required to keep Department property, equipment and structures operating safely, effectively, reliably, and efficiently. The Contractor shall provide emergency service as a part of this Contract including:

4.8.1. Emergency service shall be provided as often as needed, including Weekends and Holidays if they are part of the Contractor’s established hours of operation.

4.8.2. Service personnel shall arrive on‐site within (two) 2 hours after the confirmation of notification of an emergency situation.

4.8.3. The Contractor shall notify the designated Department representative if service personnel will be delayed.

4.9. Work Details

The following requirements detail the work included but not limited to in the resulting contract.

4.9.1. Insulation repairs shall include minor repairs such as filling cracks or wall cavities with spray foam material, repositioning blown insulation or replacing sections that have been damaged.

4.9.2. Ceiling tile and grid repair/replacement shall include replacement of ceiling tiles and grid repair/replacement if needed, due to damage, at the discretion of the Department Representative.

4.9.3. Repairs to small appliances shall include, but is not limited to the replacement or repair of household appliances, lighting, motors or other energy- consuming device.

4.9.4. Replacing hardware shall include, but is not limited to replacement of cabinet handles, drawer handles, door locks, knobs, pulls, hinges, slide hardware or fastening hardware.

4.9.5. Carpentry Repairs shall include, but is not limed to door replacement, sill replacement, minor structural framing, and woodworking.

4.9.6. Pressure Washing shall include but is not limited to removing stains and grime from parking areas and/or sidewalks, gutters, fences, outdoor furniture and/or remove debris from exterior surfaces.

4.9.7. Emergency Plumbing Services shall include, but is not limited to water leaks, water heater repair/replace, clogged drains, and fixture repairs.

4.9.8. Concrete/Cement Services shall include, but is not limited to, cement floors, cement sidewalks & walkways, curb & gutter repair/replacement cement saw cut services (i.e.

channels, drain repairs).

4.10. Parts, Labor and Complete Replacement

4.10.1. The Department intends to have the majority of parts be provided by the Contractor used in a repair; however the Department reserves the right to provide replacement parts and or equipment to be installed by the Contractor, if applicable.

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

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

4.11. Qualifications and requirements for Contractor’s Personnel

4.11.1. The Contractor must be completely familiar with specified requirements and methods needed to properly perform the requirements of the resulting contract. The Contractor shall hold the appropriate AZROC Licensing. Service technicians must have experience and shall be adequately trained and qualified for the type of work to be performed.

4.11.2. The Contractor shall employ sufficient qualified staff who can arrive on the site within the specified time period required by the Department.

4.11.3. The name and cell phone number of all key personnel shall be provided by the Contractor, upon request by the Department.

4.11.4. The key onsite personnel shall have the authority to facilitate the work, prioritize the activities, participate in the day to day decisions concerning maintenance, and assist the Department designee in making onsite inspections and coordinating operational needs and requirements.

4.11.5. All onsite personnel shall be attired in appropriate uniforms (hats or shirts, etc.) that identify the selected firm while on Department property.

4.11.6. The Contractor shall exercise caution at all times for the protection of persons and property. Safety provisions of all applicable laws and ordinances shall be strictly observed and the Contractor and Contractor’s employees shall at all times be attentive to the safe preservation of persons and property at all sites. All fines, penalties and repair charges resulting from the Contractor’s neglect of safety provisions shall be the sole responsibility of the Contractor.

4.11.7. The Contractor shall avoid damage to existing structures and vehicles in the parking lot. In the event that a structure or vehicle is damaged in the course of work, the Contractor shall be solely responsible for its repair or replacement. The Contractor will advise the Department of any problem areas.

4.11.8. Onsite personnel may be required to follow special security procedures per the

Department’s designee when accessing residential buildings. Security location and access will be site specific, due to the privacy of the residents. (Exhibit Four (4) Department Regional MAP.)

4.12. Subcontracting

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

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

5. Contractor’s Responsibilities

5.1. The Contractor shall maintain and may be required to show copies of complete and detailed service and maintenance records of Department equipment.

5.2. The Contractor shall provide work orders that clearly identify the equipment to be serviced and contain sufficient information about the task required to complete the services.

5.3. The contractor shall have the ability to receive service calls seven (7) days a week.

5.4. The contractor shall have the ability for service requests and maintenance activities to be tracked to completion in a timely manner.

6. Department’s Responsibilities

6.1. The Department may perform periodic inspections to ascertain Contractor’s compliance with contract requirements. The Department reserves the right to inspect service or equipment at any time and require the replacement of any equipment that does not meet minimum serviceability and safety standards. In the event service performed is unsatisfactory or is not in accordance with the Scope of Work, the Contractor shall, upon notification by the Department perform the required services immediately to the Department properties without additional cost to the

6.2. The Department will inform the contractor of hazardous conditions such as asbestos containing material, confined space, lockout‐tag‐out, fall hazards and other OSHA regulated work hazards.

6.3. The Department shall decide all questions which may arise as to the quality and acceptability of any work performed under the contract.

6.4. The Department shall notify the Contractor, verbally and in writing of any deficiencies found within the contract limits.

6.5. The Department shall conduct all business in a responsible and professional manner and in accordance with the specifications, schedules, or performance and operating standards.

6.6. The Department is responsible for submitting a Vendor Performance Report to the Procurement Officer if issues are not addressed by the Contractor.

6.7. The Department will provide a list of locations at the time of award, however reserves the right to add or remove locations. (See exhibit 4, Regional Map)

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

6. SHIPPING TERMS

N/A

7. DELIVERY

N/A

8. INSPECTION AND ACCEPTANCE

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

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

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

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

9. INVOICING and PAYMENT

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

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

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

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

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

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

10. ESTIMATED USAGE

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

11. PRICE REDUCTION

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

12. PRICE INCREASE

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

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

13. SAFETY STANDARDS

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

14. WARRANTY

The Contractor warrants:

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

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

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

15. CURRENT PRODUCTS

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

16. PRODUCT DISCONTINUANCE

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

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

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

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

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

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

17. CONTRACT ADMINISTRATION

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

18. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group

1739 W. Jackson Street, MD 100P Phoenix, Arizona 85007-3276

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

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

19. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

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."

20. INDEMNIFICATION CLAUSE

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

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

21. INSURANCE

21.1. Insurance Requirements

21.2.1. 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.

21.2.2. 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.

21.3. Minimum Scope and Limits of Insurance

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

21.3.1. Commercial General Liability (CGL) – Occurrence Form Policy shall include bodily injury, property damage, and broad form contractual liability coverage.

General Aggregate $1,000,000

Products – Completed Operations Aggregate $ 500,000

Personal and Advertising Injury $ 500,000

Damage to Rented Premises $ 25,000

Each Occurrence $ 500,000

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.

21.3.2. 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) $500,000

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,

21.3.3. Workers’ Compensation and Employers' Liability

Workers' Compensation Statutory

Employers' Liability o Each Accident $500,000 o Disease – Each Employee $500,000 o Disease – Policy Limit $500,000

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,

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).

21.4. Additional Insurance Requirements

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

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

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

21.5. Notice of Cancellation

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

Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

21.6. 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.

21.6.1. 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.

21.6.2. 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.

21.6.3. All certificates required by this Contract shall be sent directly to the Department. The

State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The 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. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

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.

21.7. 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.

21.8. 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.

21.9. Exceptions

In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance.

If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply.

22. 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 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

22. LICENSES, PERMITS, CERTIFICATIONS

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

23. POST AWARD MEETING

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

UNIFORM TERMS AND CONDITIONS

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

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

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

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

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

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

Amendments or Contract Amendments.

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

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

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

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

1.8. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation generally containing maps, schematics, examples of reports, or other documents that will be used to perform the requirements of the Scope of Work after contract award.

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

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

1.11. “Procurement Officer” means the person, or his or her designee, duly authorized by the

State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.12. “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

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

Contract.

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

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

1.16. “Subcontractor” means a person who contracts to perform work or render Services to a

Contractor or to another Subcontractor as a part of a Contract with the State.

2. Contract Interpretation

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

Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement

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

2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this

Contract are a part of this Contract as if fully stated in it.

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

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

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

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

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

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

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

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

3. Contract Administration and Operation

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

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

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

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

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

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547. The State shall also have the right to test, at its own cost, the

Materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor Materials testing shall constitute final acceptance of the Materials or Services.

If the State determines non-compliance of the Materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation, stated in the Contract, or listed on the State’s eProcurement system. An authorized

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

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

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

Materials or Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

3.8. Other Contractors. State may undertake on its own or award other contracts to the same or other suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the related work by others. Where the

Contract requires handing-off Contractor’s work to others, Contractor shall cooperate as

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

3.9. Ownership of Intellectual Property

3.9.1. Rights In Work Product. All intellectual property originated or prepared by

Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvements thereto, including Contractor’s administrative communications and records relating to the Contract, are considered work product and Contractor’s property, provided that, State has Government Purpose

Rights to that work product as and when it was delivered to State.

3.9.2. “Government Purpose Rights” are:

3.9.2.1. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to use, modify, reproduce, release, perform, display, sublicense, disclose and create derivatives from that work product without restriction for any activity in which State is a party;

3.9.2.2. the right to release or disclose that work product to third parties for any State government purpose; and

3.9.2.3. the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose; such recipients being understood to include the federal government, the governments of other states, and various local governments.

3.9.3. “Government Purpose Rights” do not include any right to use, modify, reproduce, perform, release, display, create derivative works from or disclose that work product for any commercial purpose, or to authorize others to do so.

3.9.4. Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the

Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.

3.9.5. Pre-existing Material. All pre-existing software and other Materials developed or otherwise obtained by or for Contractor or its affiliates independently of the

Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided that:

3.9.5.1. any derivative works of such pre-existing Materials or elements thereof that are created pursuant to the Contract are part of that work product;

3.9.5.2. any elements of…