CTR076404_Contract_Documents.pdf

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

April 8, 2025

Chandler Meloni Chief Financial Officer LB Technology Inc 6991 Appling Farms Parkway Suite 101 Memphis, Tennessee 38133

Subject: Award of Contract No. CTR076404

Dear Chandler:

Please be advised that your company has been awarded the contract for Global Positioning Systems (GPS) Equipment and Monitoring Services for Fleet Equipment as specified in solicitation BPM006461.

The executed Offer and Acceptance is attached. The contract is effective June 1, 2025.

The Contract requires verification of insurance be provided prior to commencement of work.

Therefore, insurance document(s) must be submitted in accordance with the requirements stated in the Contract’s Special Terms and Conditions, paragraph 21, Insurance Requirements.

The attached Contract Insurance Checklist is provided to help ensure that all required forms and endorsements are submitted. The required forms, endorsements and completed checklist must be received no later than April 15, 2025. These documents must be e-mailed to me at Pbreazeale@azdot.gov.

If you have any questions regarding this contract, please contact me at (602) 712- 8504 or via email.

Sincerely, Patrick Breazeale Procurement Officer

Cc: File

Enclosures (2)

ADOT PROCUREMENT CONTRACT INSURANCE CHECKLIST

Instructions: This checklist is a tool provided to assist in expediting the review of the required insurance documents as outlined in the Special Terms and Conditions of your contract. This checklist is intended to clearly outline the required insurance documents that need to be added to your contract before orders can be placed. It is recommended that you provide this checklist and a copy of your ADOT contract to your insurance broker or agent. After your insurance broker or agent provides the required items identified below, check the box in the “Included” column for each document. Once this is completed, forward this checklist and the required documents to the Procurement Officer as indicated in your award letter.

Required Description of Insurance Requirement Included

Certificate of Insurance

Certificate of Insurance to include:

Certificate Holder to read: The State of Arizona/ADOT, 206 S. 17th

Ave, Phoenix, AZ 85007

Description of Operations: Must state that the insurance applies to any and all work performed for or on behalf of the State of Arizona/ADOT

General Liability Additional Insured Endorsement for Ongoing Operations Additional Insured Endorsement for Completed Operations (Construction only)

Waiver of Subrogation Endorsement or Policy Verbiage Primary and Noncontributory Endorsement

Auto Liability Additional Insured Endorsement Waiver of Subrogation Endorsement Coverage provided for hazardous material transportation (if applicable)

Worker’s Compensation Waiver of Subrogation Endorsement

Professional Liability (if applicable) Policy limit meets contract requirements

Contractor’s Pollution Liability (if applicable) Includes coverage for pollution losses arising out of completed operations Additional Insured Endorsement Waiver of Subrogation Endorsement Primary and Noncontributory Endorsement

Professional Environmental Liability (if applicable) Policy limit meets contract requirements

Other Required Insurance (if applicable) Technology Errors and Omissions (no endorsements required) Network Security (Cyber) and Privacy Liability (additional insured, waiver of subrogation, primary and noncontributory endorsements are required)

Media Liability Coverage (no endorsements required) Commercial Crime Policy or Blanket Fidelity Bond (loss payee endorsement is required)

Aviation/Aircraft Liability (endorsements to be determined by ADOT Risk as applicable)

Installation Floater (additional insured, loss payee, waiver of subrogation, primary and noncontributory endorsements are required)

Builder’s Risk (additional insured, loss payee, and waiver of subrogation endorsements are required)

Other:__________________________________

Rev. 04/2020

Procurement

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1739 W. Jackson St., Ste. A

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM006461

DESCRIPTION: Global Positioning Systems (GPS) Equipment and Monitoring Services for Fleet Equipment

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.

Patrick Breazeale Procurement Officer

Phone: 602-712-8504 Email:PBreazeale@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 i n 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 p hone (602)

712-2089. 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) 712-2089.

https://app.az.gov/

TABLE OF CONTENTS

Solicitation No: BPM006461 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 9

Uniform Terms and Conditions 27

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 46

2 - Title VI/Non-Discrimination Assurances Appendix E 47

3 - Map of Service Counties 48

4 - Equipment Pictures 49

5 - ADOT Usage Report 55

6 - State of Arizona System Security Plan 56

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 Statewide Global Positioning

Systems (GPS) Equipment and Monitoring Services for Fleet Management.

2. Introduction and Background

2.1. Under the direction of the Arizona Governor’s Fleet Council, it is the intention of the State to have at least 75% of all fleet be equipped with Global Positioning System (GPS). Agency budgets will ultimately dictate number of units installed. The Department desires to enter into a contract with a reliable and capable supplier who can manage multiple agency accounts with delivery points located throughout the state, which has sufficient statewide delivery capabilities, and offers a full, comprehensive line of GPS hardware and software for vehicles and equipment.

2.2. The State of Arizona has an estimated 7,000 vehicles and equipment that are eligible for GPS equipment.

3. General Requirements

3.1. The contractor shall provide for the monitoring and lease of Global Positioning Systems (GPS) to be installed in agency vehicles and equipment. Refer to Exhibit 3, Map of Service Counties for coverage areas.

3.2. The GPS system refers to the CDL vehicle inspection guide within the GPS software. The driver needs the ability to add comments on the items inspected as part of the inspection record. The operator or driver will use this function in real time.

3.3. All work performed under this contract shall be pursuant to a purchase order issued for equipment and services from an eligible agency.

4. Specific Requirements

4.1. The Department requires a vehicle and equipment based Global Positioning System

(GPS) that provides basic functions that include, but are not limited to, vehicle track and trace, current and past location, path and speed, and reports that combine these functions to produce additional location information. GPS information shall allow the agencies to control and reduce fuel costs, maximize vehicle utilization, and identify unauthorized use of the vehicle. The GPS system shall also allow the agencies to geo-fence a defined area that could be used for vehicle performance or tracking, entry and exit of said area, and/or combined to produce additional functionality. Equipment provided and used will have capabilities equal to or equivalent to the equipment showing in exhibit 4.

4.2. In addition to the GPS functions, the agencies require a system that provides an easy way for fleet and technical personnel to remotely retrieve engine diagnostic error codes both via online User Interface (UI) and Automated Program Interface (API).

Diagnostic codes shall (in either method of retrieval) include geocoded spatial information about where and when faults occurred.

4.3. The system shall allow for the electronic completion of commercial vehicle Pre- and

Post- trip safety inspections. The safety inspection must comply with all the vehicle safety elements required by the Federal Motor Carrier Safety Administration https://www.fmcsa.dot.gov/ for Pre- and Post- trip inspections. The inspection elements shall include the ability to identify to the operator, the date/time and inspection duration, the items being inspected and the condition of the items being inspected. If inspection items are found to be faulty, the operator shall have a way to access the GPS system to identify the issue, render a determination if the vehicle is safe to operate, or if it needs to be put out of service for repair.

4.4. All the elements of the inspection, the condition of the elements and results found of the elements are to be stored electronically for the operator and for the agencies. The operator shall have a way to display the data to law enforcement to comply with any inspection regulations set forth by local, state or federal requirements. Inspection elements include, but are not limited to vehicle brakes, steering components, tires, lighting, frame and suspension systems.

4.5. Most of the vehicles that will receive GPS devices are considered light duty and have a typical OBDII style connection for on-board system information. However, the agencies are also requiring heavy duty vehicles and equipment to have GPS devices installed. All heavy duty vehicles will have a typical J series on-board system connection. The agencies require a quick connect installation type GPS system that mainly connects to one of these on-board system connectors. The on-board diagnostic connector must to be fully accessible for vehicle diagnostics without disconnecting the GPS system.

4.6. The Contractor shall have certain capabilities and support mechanisms in place for the successful performance of this contract. These capacities and support mechanisms shall include but are not limited to the following:

4.6.1.The Contractor shall have the ability to ensure acceptable performance under a statewide contract. This includes the ability to create and manage numerous individual accounts for order placement, billing and reporting purposes. No minimum order requirements shall be allowed.

4.6.1.1. The Contractor shall have the ability to create and manage a “master” account with individual accounts “nested” within it for billing, reporting, UI https://www.fmcsa.dot.gov/ and API accessibilities without the need for separate UI login accounts for each individual account.

4.6.2.Products must be available for ordering at the time of contract award and throughout the life of the contract. Changes to products that are available under any resultant contract or alternate products cannot be made without prior written approval from the Eligible Agency. Replacing any item with an alternative on a given order without prior consent of the agency shall be considered a forced substitution and shall not be permitted under this contract.

4.6.3.The Contractor shall have inventory and transportation capacities sufficient to meet statewide customer demand and contract delivery requirements as stated in this solicitation. The Contractor shall provide inside delivery to a specific location at no extra charge, upon agency request. Inside delivery is defined as delivery of the product inside the agencies business, building, specific office floor or suite.

4.6.4.Software must be a hosted platform and store information and is accessible via UI for a minimum of one (1) year by the offeror. After one (1) year all data must be made available to the using agency for the life of the contract via API, data extract or online UI methods. .

4.6.5.The Contractor shall provide an open Representational Transfer (REST)

Application Program Interface (API) with functional commands of GET, PUT and POST and capabilities for data retrievals and updates.

4.6.6.A FedRAMP Authorized SaaS/IaaS/PaaS solution is a desirable solution for cloud and general system security but is not a requirement.

4.6.7.Any defective product shall be replaced within Seven (7) days and all software updates shall be free of charge. As updates become available for the GPS system, the cost for those updates shall be included in the monthly leasing price.

4.6.8.The web-based system shall be supported by Windows 10 or higher, current Mac operating systems and support latest browser versions of Explorer, Chrome, Firefox, Safari. For tablets and smartphones, the web-based system shall be supported by Android and IOS operating systems and should be Mobile UI rendering and friendly.

4.6.9.Uptime for web based system and hosted API data centers must be above 95% annually.

4.6.10. Charges shall not begin until the day after installation.

4.7. All GPS installations will have a driver’s seatbelt sensor installed if not already installed in the vehicle.

4.8. Product Requirements. The Contractor’s products shall have the ability to address all of the following (each of these options may not be required for each product ordered):

4.8.1.The Contractor shall offer leased equipment that will have capabilities equal to or equivalent to the equipment showing in exhibit 4, leased services and offer Global Positioning System services for the equipment.

4.8.2.The product shall have the capability to address dead zones. In an instance in which a vehicle is in an area where there is no cell or satellite service, the Contractor shall have the ability to capture the vehicle data during that time.

4.8.3.The product shall have the capability to retrieve and send data within one (1) hour of being installed.

4.8.4.The product shall have general reporting capabilities to include but not limited to speed, idle duration, location and general telematics.

4.8.5.The product shall be equipped with AdHoc Reporting and have the ability for agency users to build AdHoc dashboard reporting.

4.8.5.1. The product shall provide and create custom reports and alerts when any reports or alerts do not meet the needs of any agency.

4.8.6.The product should be equipped with GEO fencing capable of setting parameters and sending alerts.

4.8.7.The equipment must be able to rate driver behavior by monitoring driving patterns and scoring them based on preset parameters.

4.8.8.The ability to customize software and hardware based on the agencies requirements is preferred.

4.8.9.GPS device hardware that is shipped to the agencies for a new installation that may be deemed as “used/reconditioned” hardware, (meaning that it was previously installed in another equipment unit), the contractor shall ensure, prior to shipment, that all memory data points are cleared and that NO data remains in memory from any previous install in which may affect new reporting data from the new install.

4.8.10. Prior to GPS hardware shipment, the internal battery must be temporarily disabled\blocked, such a pull tab that blocks battery connection, prior to departing the contractors facility in an effort to eliminate erroneous GPS data or potential internal battery drainage while enroute.

4.8.10.1. The contractor shall make available a simple method to “re-enable" the internal battery prior to install by the receiving agency without the requirement of device disassembly, such as simply removing the “pull tab” that is blocking battery connection during disablement.

4.8.11. The product card readers shall read at a minimum, both 26 and 48 bit proximity RFID cards.

4.8.11.1. The card readers firmware shall identify and parse out the card’s facility code and badge number, and then combine them together to create a unique badge number.

4.9. Software Requirements. The Contractor software shall have the ability to address all of the following features:

4.9.1.The system software should show accurate speed limits on surface streets, highways and freeways.

4.9.2.The software must be capable of receiving information and rating drivers behavior by monitoring driving patterns and scoring them based on preset parameters.

4.9.3.System must have the ability to transmit in real time vehicle fault codes/alerts directly to a designated individual or maintenance provider. This information shall also be assessable through the web based reporting tool. It is desired that the software support a mobile app for user to review real time information.

4.9.4.System must have the ability to send real time alerts when a driver does not have their seat belt on while the vehicle is moving. Seatbelt information shall be assessable through the web based reporting tool and API calls by any agency, at any time following the alert being triggered by the device.

4.9.5.System must have the ability to monitor 4 wheel drive and emergency lighting usage for locating and reporting purposes.

4.9.6.System must have the ability to complete a (Certified preferred) Compliance Safety and

Accountability (CSA) driver vehicle inspection to assist in visual inspections of equipment.

A tool that assists a vehicle/equipment inspection mainly on heavy and specialized equipment using an electronic tool or device that would enable the operator to enter data showing that an inspection did occur at certain portions of the vehicle or equipment. This tool will be the main CDL inspection system, replacing the paper inspection currently used.

4.9.7.The system must be able to identify and record the identity of the individual who is operating the vehicle. This information is to be recorded prior to operation.

4.9.8.The system must be able to capture real-time actual (not a calculated value) vehicle odometer and engine hour meter readings via the equipment electronic control module or body control module.

4.9.9.A user-friendly software system is desired which includes easy navigation and reporting tools.

5. Contractor’s Responsibilities

5.1. The Contractor shall provide key personnel that are responsible to provide customer service to handle questions and resolve any problems that may arise. Key personnel should also be able to handle multiple accounts for set up and management of all data management and reporting programs as well an implementation team.

5.2. The Contractor shall assist and train agency employees on the use, operation and installation of the system. Basic user training may be web based or via telephone at the need of the agency. For agency administrative and advanced users, the Contractor shall provide a minimum 8 hours of onsite training per agency. Any travel related to training shall be at the request of the using Agency and shall comply with the State of Arizona Travel Policy and the ADOT Travel Authorization Policy.

5.3. The Contractor shall provide statewide onsite installation. Any use of subcontractors for installations shall be reviewed and approved by the eligible agency. Contractor shall ensure the

GPS is reporting accurately including odometer and hour meter before releasing the vehicle back to the customer.

5.4. The Contractor shall replace and install all defective equipment within Seven (7) days.

5.5. The Contractor shall be available for a product demonstration on agency request.

5.6. The Contractor shall remove installed equipment at the end of the contract per eligible agency request. The successful bidder of this contract will remove any previously installed GPS devices and return them to the Agency prior to installing a new GPS unit. If seatbelt sensors are already installed, Seatbelt sensors and connecting wiring will be left intact.

6. Department’s Responsibilities

6.1. The Department or Agencies will provide final acceptance and approval of any equipment and services delivered.

6.2. The Department or Agencies intends to have Contractor install all units.

6.3. The Department or Agencies intends to keep approximately Two (2) spare units at their location to help with any unforeseen downtime in the components.

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

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

Any attempts to represent any material and/or service not specifically awarded as being under contract https://spo.az.gov/suppliers/usage-reporting 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.

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

6. SHIPPING TERMS

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

7. DELIVERY

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

Delivery of the product does not constitute acceptance.

8. INSPECTION AND ACCEPTANCE

Each item delivered shall be subject to a complete inspection by the Department within 15 days after delivery. Inspection criteria shall include, but not be limited to, conformity to the specifications, workmanship, quality and materials.

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

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

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

9. INVOICING and PAYMENT

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

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

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

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

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

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

10. ESTIMATED USAGE

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

11. PRICE REDUCTION

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

12. PRICE INCREASE

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

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

13. SAFETY STANDARDS

Items supplied under this contract shall comply with all current applicable safety standards and regulations including the Occupational Safety and Health Standards of the State of Arizona Industrial

Commission, the National Electric Code and the National Fire Protection Association Standards.

14. WARRANTY

The Contractor warrants:

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

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

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

15. CURRENT PRODUCTS

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

16. PRODUCT DISCONTINUANCE

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

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

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

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

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

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

17. CONTRACT ADMINISTRATION

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

18. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group

1655 W. Jackson Street, MD 100P

Phoenix, Arizona 85007-3276

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

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

19. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

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

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

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

20. INDEMNIFICATION CLAUSE

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

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

21. INSURANCE

The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the

Department. Certificate(s) shall be received within Three (3) 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.

21.1 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.

21.2 Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below.

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

• General Aggregate $2,000,000

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

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $50,000

• Each Occurrence $1,000,000

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

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

Contractor.

21.2.2 Business Automobile Liability Bodily Injury and Property Damage for any owned, hired, and/or nonowned 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.

21.3 Workers’ Compensation and Employers' Liability

• Workers' Compensation Statutory

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

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

Contractor.

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. §

23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole

Proprietor or Independent Contractor).

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 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.

21.7 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.

21.7.1 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.

21.7.2 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.

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

21.8 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.

21.9 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.

21.10 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. ADMINISTRATIVE FEE

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

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

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

https://spo.az.gov/

23. USAGE REPORT

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

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

23.2 ADOT Usage Report requirements: The Contractor shall furnish ADOT a quarterly report showing all purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 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”

24. POST AWARD MEETING

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

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.

24. STATE IT ARCHITECTURE AND STANDARDS

To support standardized, interoperable IT environments, the state developed enterprise architecture (EA). Enterprise architecture and subsequent security policies, and standards, can be accessed via the state of Arizona Department of Homeland Security’s website, referenced here:

https://azdohs.gov/information-security-policies-standards-and-procedures. Technical solutions developed by the Contractor shall conform to state security policy, standards, and EA standards.

In accordance with ADOT Information Technology Group, the Contractor shall assist with the completion of a security plan within a template prescribed by the Department. Prior to deploying the Contractor solution, a Department risk assessment must be completed. Certification results must also be completed by the Department to comply with system lifecycle process requirements.

25. NON-DISCLOSURE

The Contractor shall meet the requirements of all applicable State of Arizona and Department policies, standards and procedures for securing, managing and handling information. As such, the Contractor shall:

● Only access information and files for which it has been given specific authority.

● Not discuss, divulge, copy, release, sell or loan any Departmental information unless authorized by the Department.

● Not misuse or carelessly handle Departmental information.

● Not release or disclose Departmental information to unauthorized personnel.

● Store, send, and dispose of system and written information in a secure manner with proper regard for privacy and confidentiality and in accordance with applicable policies, standards and procedures.

● Not disclose any personal information contained in any system of record except as authorized.

● Safeguard all user password(s) and any other security mechanism(s) granted by the Department and used to access Departmental information.

● Protect all Departmental information in accordance with applicable state and federal laws.

● Report any security system breach, computer infection or theft of information immediately to the Department.

The Contractor shall secure paper-based, sensitive information by locking it in secure containers and applying user-privilege restriction mechanisms. The Contractor shall be responsible and accountable for all actions undertaken on a Department information technology resource (e.g., computer system, or application system, etc.). The Contractor shall not utilize its network connections with the Department for any purpose other than the purpose specified herein.

https://azdohs.gov/information-security-policies-standards-and-procedures https://aset.az.gov/resources/policies-standards-and-procedures

A. Personnel Security

● Identify roles and responsibilities of technical support personnel.

● Ensure separation of duties based on technical support personnel responsibilities.

● Ensure technical support personnel are trained in securely handling personally identifying information (PII).

● Adhere to Department non-disclosure and acceptable use agreements.

B. Configuration Management

● Ensure system documentation (e.g., application configuration, network definitions, data flow diagrams, entity relationship diagrams, etc.) is maintained and up-to-date.

● Ensure formal change control is implemented and coordinated with the Department.

C. Prevent loss, modification or misuse of user data

● Ensure Department PII is encrypted at rest (where stored).

● Ensure Department PII is encrypted in transit (where transmitted).

● Ensure Department PII is not stored on any portable device.

D. Security Plan & State Security Requirements

● The Contractor shall assist with Security Plan completion during the application design phase of the project.

● The security plan shall be…