CTR076457_Construction_Contractor_Agreement.pdf

Contract # CTR076457

CONSTRUCTION CONTRACTOR AGREEMENT

Contract No: CTR076457 Available online at https://app.az.gov/

Rev. 03/2025

Exhibit A: CONSTRUCTION CONTRACTOR AGREEMENT

This Agreement is entered into by and between the State of Arizona, Department of Transportation ("State"), and A.J. Roberts Industrial, Inc. a(n) ARIZONA corporation, ("Construction Contractor"), as of the date signed by the State.

WHEREAS, State desires to commence the ADOT Statewide Fuel Stations, BPM006759 (“Project”); and

WHEREAS, Construction Contractor represents that it possesses the experience, competence, equipment and financing to properly complete the Project, and has formally proposed to do so, and to furnish all necessary labor, materials, and equipment and services therefore in accordance with the Contract.

NOW, THEREFORE, in consideration of these promises and the mutual covenants herein, it is hereby agreed as follows:

1. Construction Contractor shall commence and complete the construction of the Project;

2. Construction Contractor shall furnish all of the material, supplies, tools, equipment, labor and other services necessary for the construction and completion of the Project.

3. Construction Contractor shall commence the Project in accordance with the Notice to Proceed. Final completion of the Project shall occur within 457 days of the date of the Notice to Proceed. The period for completion may be extended through the authorized and approved Change Order process.

4. Liquidated Damages: State and Construction Contractor agree that as liquidated damages for delay (but not as a penalty) Construction Contractor shall pay the State $ 2,380 for each calendar day that expires after the time specified in paragraph 3 for delivery of acceptable Bid Items.

5. Construction Contractor agrees to complete the Project in accordance with all of the terms and conditions of the Contract for the sum of $10,495,739.55 as shown in the Bid Schedule.

6. Owner shall pay Construction Contractor in the manner and at such times as set forth in the Uniform Terms and Conditions and in such amounts as required by the Contract.

7. In the event Construction Contractor fails to perform any portion of the Project or satisfy any term or condition of the Contract, State may at its sole discretion file notice and/or claim of such failure with Construction Contractor’s surety.

8. Enumeration of Contract:

INCORPORATED BY REFERENCE

Rev. 03/2025

The following shall be incorporated by reference and shall become part of the Agreement

Solicitation BPM006759, ADOT Statewide Fuel Stations

Special Terms and Conditions of Solicitation BPM006759

Uniform Terms and Conditions of BPM006759

EXHIBITS

This Agreement includes the following Exhibits attached hereto:

Exhibit A: Construction Contractor Agreement

Exhibit B: Reserved

Exhibit C: Reserved

Exhibit D: Certificate of Insurance (Provided by Construction Contractor)

Exhibit E: Construction Contractor Project Schedule (Provided by Construction Contractor)

Exhibit F: RESERVED

Exhibit G: RESERVED

Exhibit H: Application for Progress Payment for Construction Work

Exhibit I: Field Order Directive

Exhibit J: Construction Change Order and Worksheet

Exhibit K: Substantial Completion Certificate

Exhibit L: Final Completion Certificate

Exhibit M: Project Closeout

Exhibit N: Arizona Statutory Payment Bond

Exhibit O: Arizona Statutory Performance Bond

Exhibit P: Conditional Waiver P1: Progress Payment P2: Final Payment

Exhibit Q: Unconditional Waiver

Exhibit R: Schedule of Values

Exhibit S: Authorized Use of Allowance

Exhibit T: Reserved

IN WITNESS WHEREOF, the State of Arizona, Department of Transportation, and A.J. Roberts Industrial, Inc. in connection with the Project, have executed this Agreement as of the date signed by the authorized Agency Procurement Officer.

Rev. 03/2025

STATE OF ARIZONA, DEPARTMENT OF TRANSPORTATION

Name:

Signature:

Title:

Date:

CONSTRUCTION CONTRACTOR: A.J. ROBERTS INDUSTRIAL, INC.

Name:

Signature:

Title:

Date:

Rev. 11/2024

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

INVITATION FOR BID

SOLICITATION NUMBER: BPM006759

DESCRIPTION: ADOT Statewide Fuel Stations

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.

Danyelle Ellington Senior Procurement Officer Phone: 602-712-8519 Email: dellington@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.

TABLE OF CONTENTS

Solicitation No: BPM006759 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 13

Uniform Terms and Conditions 25

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 109

2 - Title VI/Non-Discrimination Assurances Appendix E 110

3 - Safety Program Plan Requirements 111

4 - Sample Construction Contractor Agreement 112

5 - Chambers Drawings Attached in APP

6 - Flagstaff Drawings Attached in APP

7 - Holbrook Drawings Attached in APP

8 - Kingman Drawings Attached in APP

9 - Springerville Drawings Attached in APP

10 - St. David Drawings Attached in APP

11 - Three Points Drawings Attached in APP

12 - Topock (Needle Mountain) Drawings Attached in APP

TABLE OF CONTENTS

13 – Tucson Drawings Attached in APP

14 – Willcox Drawings Attached in APP

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 the new construction of ten

(10) ADOT Fuel Stations statewide.

2. Introduction and Background

2.1. This project consists of new construction for ten (10) fuel stations at the locations listed below:

2.1.1. Chambers: 33640 N Frontage Rd., Chambers, Arizona 86502

2.1.1.1. This location is an additive bid alternate.

2.1.2. Flagstaff: 5701 East Railhead Ave., Flagstaff, Arizona 86004

2.1.3. Holbrook: 2407 Navajo Blvd, Holbrook, Arizona 86025

2.1.4. Kingman: 3660 E. Andy Devine Ave., Kingman, Arizona 86401

2.1.5. Needle Mountain: 6153 Needle Mountain Rd., Topock, Arizona 86436

2.1.6. Springerville: 1532 N Main St., Springerville, Arizona 85938

2.1.6.1. This location is an additive bid alternate.

2.1.7. St. David: 27 South Lee Ave., St David, Arizona 85630

2.1.8. Three Points: 16425 W Ajo Highway, Tucson, Arizona 85736

2.1.8.1. This location is an additive bid alternate.

2.1.9. Tucson: 1444 W Grant Rd., Tucson, Arizona 85745

2.1.10. Willcox: 709 South Haskell Ave., Willcox, Arizona 85643

2.2. The fuel station designs are similar for the ten (10) project site locations. Specific site work will vary between each location.

3. General Requirements

3.1. Work Details

3.1.1. The construction of these facilities shall be completed by one (1) General Contractor.

3.1.2. The fuel stations shall be constructed per the Drawings in Exhibits 5-14.

3.1.3. Demolition of the existing fuel buildings and underground storage tanks at each project site will be completed by the Department.

3.1.4. Some work areas may be located in Native American Tribal Communities. A project which is located within Native American Tribal Land, may subject the Contractor to the laws and regulations of that Tribal Nation.

3.1.5. The Contractor shall submit an Above Ground Storage Tank permit for each project site to the Fire Marshal.

3.1.6. The Department shall issue a Contract Purchase Order for each project site location before any work can proceed.

3.2. Time for Completion

3.2.1. The Contractor shall begin construction no later than 30 days after obtaining a Notice to

Proceed letter, and Purchase Order from the Department.

3.2.2. All work for the construction activities shall be totally complete within fifteen (15) months after the Notice to Proceed letter is issued. The completion time includes all ten locations.

3.3. Occupancy

3.3.1. The site will continue to be fully operational during all phases of construction, and the Contractor shall coordinate with the owner to maintain full access to all areas of the site needed for the functioning of the project.

3.3.2. The existing areas and adjacent buildings are currently occupied and will continue to be occupied during the course of construction. It shall be the Contractor's responsibility to maintain egress to and from buildings and areas during the period of construction from the project. The Contractor shall make the necessary arrangement to provide continued use of all areas and buildings with the Owner's representative.

3.3.3. All ADA standards will be adhered to in new designs.

3.4. The Contractor shall furnish all necessary labor, tools, equipment, materials, supplies, utilities, water and material hauling and proper Personal Protective Equipment (PPE) for all of the Contractor’s employees to complete this project.

3.5. All service work performed by the Contractor shall be to a professional standard, performed in a neat and workmanship manner, meeting all required municipal building codes, and susceptible to Department staff inspection and approval.

3.6. The Contractor shall perform the work with minimum disruption to the adjacent facilities and traffic flow on-site. The Contractor shall coordinate with the Department on-site Supervisor on areas where work is to take place and provide all necessary fencing, trench barricades and safety operations as required.

4. Specific Requirements

4.1. The Contractor shall have a minimum of five (5) years’ experience in commercial or public sector construction projects.

4.2. Subcontractors shall possess a current active license in their respective trades with experience in commercial or public sector construction projects.

4.3. After contract award, the Department and Contractor shall adhere to the executed Construction

Contractor Agreement. See Exhibit 4 for a sample of this agreement.

4.4. Brand Name Only

4.4.1. This is a Brand Name Only Specification, as set forth under A.A.C. R2-7-403 (A) of the

Arizona Procurement Code. The supplies/products in this Invitation for Bid that have been identified as Brand Name Only will only fulfill the Department’s needs.

4.4.2. The Department has determined the following proprietary Brand Name Only parts/products are required for the Fuel Dispensing System and the Leak Detection System:

Brand Name Manufacture/Contact System Type

Multiforce Fuel Controller Main (FF814-A) and Remote Units

(FF814-R)

Multiforce Eaton Cochise Fuel Dispensing System

Red Jacket Fuel Pump

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com ANS Distributing Western Pump Fuel Dispensing System

Red Jacket Control Box

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com ANS Distributing Western Pump Fuel Dispensing System

GASBOY Fuel Dispenser

9853GXTW1

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com ANS Distributing Western Pump Fuel Dispensing System

GASBOY Satellite Fuel Dispenser 9216G

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com ANS Distributing Western Pump Fuel Dispensing System

OPW Dispenser Pan

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com ANS Distributing Western Pump Fuel Dispensing System

OPW Sump PTS-4021

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com ANS Distributing Western Pump Leak Detection System

Veeder-Root 208 sensor

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com ANS Distributing Western Pump Leak Detection System

Veeder-Root 420 sensor

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com ANS Distributing Western Pump Leak Detection System

Gilbarco Veeder-Root:

Retractor Post – M14476K001 Retractor – G032659

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com ANS Distributing Western Pump Leak Detection System

Veeder-Root Mag Plus Probe with float kit for Diesel and Unleaded with Phase separation

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com ANS Distributing Western Pump Leak Detection System

Veeder-Root Stand Alone Sensor

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com

Western Pump Leak Detection System

Veeder-Root TLS450 Plus with appropriate software, CSLD cards, Sensor/Probe chips and Universal Input/output chip.

Eaton Cochise Nationalpetroleum.net Jfpertoparts.com

Western Pump Leak Detection System

4.5. Brand Name or Equivalent

4.5.1. There are currently a number of products that have been determined, through evaluation and/or testing, to be equivalent to the requirements of the specifications. The listing of these brands is not intended to limit or restrict competition. Rather, it is to set the standard quality, design, performance and characteristics of the products herein specified.

4.5.2. A listing of the products which have performed acceptably and meet standards are as follows:

Description Brand Name

Remote Fuel Station OPW or approved equal

Transition Sump OPW or approved equal

Fuel Island Form OPW or approved equal

Fuel Storage Tanks FlameShield or approved equal

Fuel Pump FE Petro or approved equal

Hose Retractor Pomeco 100 or approved equal

Breakaway/Whip Hose OPW or approved equal

Concrete Anchors Red Head Ramset

Entry Boot OPW or approved equal

Entry Boot Fitting OPW or approved equal

Protection Mesh Rock Guard HD or approved equal

Full-Port Ball Valve OPW or approved equal

Retroreflective Tape 3M or approved equal

Double Wall Flex Pipe OPW or approved equal

Joint Sealant Sonolastic SL2 or approved equal

Dowel Clip PNA or approved equal

Air-Entraining Admixture Euclid Chemical Co.

Sika Corp.

Water-Reducing Admixture Euclid Chemical Co. or approved equal

High-Range Water- Reducing Admixture (Super Plasticizer)

Euclid Chemical Co.

Sika Corp.

Water-Reducing, Non- Chloride Accelerator Admixture

Euclid Chemical Co.

Sika Corp

Tank Level Gauge Morrison Bros. or approved equal

Transport Connection Kam-Lok or approved equal

Thief Tank GASBOY or approved equal

Tank Vent Kamvalok or approved equal

Emergency Vent Morrison Bros. or approved equal

Block Off Valve Milwaukee Valve or approved equal Aboveground Fill Containment Box Morrison Bros. or approved equal Submersible Pump Red Jacket or approved equal

Gasoline Dispenser Hose Goodyear or approved equal

Diesel Dispenser Hose Goodyear or approved equal

Hose Retrievers Pomeco or approved equal

Hose Swivel Husky or approved equal

Break-Away Coupling Husky or approved equal

Fuel Nozzle Swivel Husky or approved equal

Pipe and Fittings OPW or approved equal

Pipe Joint Compound Jomar or approved equal

Underground Fuel Piping OPW Rock Guard

Mag Probe with Alarm Box Veeder-Root or approved equal

Shut-Off Valve OPW or approved equal

Primer and Finish Coats Sherwin-Williams or approved equal

Fuel Island Booth PAR-KUT or approved equal

Steel Deck Panels Metal Works or approved equal

Deck Clips Metal Works or approved equal

Aluminum Fascia MBCI or approved equal

Aluminum Soffit Trim MBCI or approved equal

Expansion Anchor Bolt Hilti DeWalt

Non-Shrink Grout Sika Corp.

Five Star

Wire and Cable Coyler Wire and Cable General Cable Corp.

Anaconda Wire and Cable Co.

Phelps Dodge Corp.

Capitol Wire and Cable Triangle Conduit and Cable Co.

Lubricant Minerallac or approved equal

Wire Insulation Okonite or approved equal

Electrical Connectors Scotch-Loks T & B Compression Lock-Tite

Panelboard Squared D or approved equal

Electrical Rubber Tape Manson or approved equal

LED Lights McGraw-Edison or approved equal HALO or approved equal

Emergency Flood Light Sure-Lites or approved equal

Explosion Proof Outlet Box Cooper Crouse-Hinds or approved equal

Red Jacket Relay Veeder Root or approved equal

Shut-Off Switch Allen-Bradley or approved equal

5. Contractor’s Responsibilities

5.1. The Contractor shall cooperate fully with the Department and the Department Representative, Arizona counties, municipalities and local government officials, and all such others as may be required in the performance of this Contract. This shall include attendance at meetings, discussions, and hearings, as may be required; presentation of data, as may be requested from time to time by the Department to effect such cooperation; and compliance with all directives issued by the Department.

5.2. Upon contract award, the Contractor shall submit in writing a project timeline and schedule for the ten (10) project site locations detailing all work to be completed under the contract. This timeline and schedule shall be provided to the Project Manager before or at the pre-construction meeting.

5.3. The Contractor will incorporate tasks into the schedule that will be completed by ADOT retained vendors. This will be updated weekly and include percentage complete anticipated and percentage completed actual data.

5.4. The Contractor shall provide qualified non-working site construction superintendents to oversee daily operation of each job sites. The Contractor’s superintendent shall be assigned to one specific job site and shall be present at that site each work day to manage all activities at all times for that site.

5.5. The Contractor’s superintendent shall have sufficient non-working experience as a superintendent in commercial and public sector construction projects. The Contractor shall provide the Superintendent's information and experience after contract award for the Department to review and approve.

5.6. Once approved by the Department, the Contractor shall not replace the assigned non-working site construction superintendent at any job site under this contract without the advance written approval of the Project Manager.

5.7. The Contractor shall provide all materials and equipment as required to perform work. The

Contractor shall not use the Department’s materials or equipment.

5.8. Every day, upon completion of work, the Contractor is responsible for cleaning and removing from the job site all debris; storing, in designated areas, materials and equipment associated with the work performed.

5.9. The Contractor shall restore all disturbed areas to the original condition.

5.10. The Contractor shall be responsible for construction safety, including maintaining a safe working environment for building occupants. Maintain unobstructed and delineated entrance/egress to and from building, including emergency exit routes (location and widths as applicable to building occupancy), throughout the construction period.

5.11. The Contractor shall comply with the Social Security Act, Worker’s Compensation laws and

Unemployment Laws of the State of Arizona as well as all local, state and federal legislation, rules and regulations relevant to the Contractor’s business and the performance of all duties associated with loading, hauling, unloading, and stockpiling material services.

5.12. The Contractor shall provide their own restroom facilities for the Contractor’s use.

5.13. The contractor shall be responsible for connecting piping, electrical power and communications between the systems to provide a fully operational fuel dispensing facility.

5.14. The Contractor shall provide the Department with a copy of the safety plan, silica plan and the Company’s Safety Manual. The safety plan shall comply with the requirements of OSHA and the State Occupational Safety Standards. See Exhibit 3 Safety Program Plan Requirements.

5.15. The Contractor shall provide all safeguards, safety devises and protective equipment, and take any other needed actions necessary to protect the life and health of employees on-the-job, the safety of the public, and to protect state property in connection with the performance of the work covered by the contract.

6. Department’s Responsibilities

6.1. The Department or Department Representative shall perform periodic inspections to ensure compliance with contract requirements.

6.2. The Department or Department Representative shall decide all questions that may arise as to the acceptability of any work performed under the contract.

6.3. The Department or Department Representative shall notify the Contractor, verbally and in writing, of any deficiencies found within the contract limits. If deficiencies are noted, a copy of the completed deficiency report will be furnished to the Contractor.

6.4. The Department or Department Representative reserves the right to inspect equipment at any time and require the replacement of any that does not meet minimum serviceability standards.

Equipment, machinery, component or system failures that affect the safe operation of any equipment shall be corrected prior to using the equipment.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

1.1 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

2.1 By mutual written contract amendment, any resultant contract may be extended for supplemental periods of up to a maximum of twenty four (24) months.

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

4.1 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

5.1 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.

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

6. INVOICING and PAYMENT

6.1 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

6.2 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.

6.3 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.

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

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

7. PRICE REDUCTION

7.1 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.

8. SAFETY STANDARDS

8.1 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.

9. WARRANTY

9.1 The warranties shall be in accordance within Exhibits 5-14, Drawings. If not specified in Exhibits 5-

14, the warranty period on workmanship and materials shall be based on a minimum of twenty four (24) months from the time of acceptance by the Department.

10. GUARANTEE

10.1 A written guarantee shall be furnished on the Contractor’s letterhead signed by the Contractor providing the following at no cost to the Department.

10.2 Within one year after the date of substantial completion, any of the materials or work found to be defective, not in accordance with the contract documents, or not in accordance with the local, State or national codes, shall be corrected by the Contractor at no cost to the Department. Notice of a defect shall be made in writing.

10.3 During the guarantee period and upon discovery of a defect, the Department may make temporary emergency repairs required for the protection of the building and its contents without invalidating the guarantee. Immediate notice of such temporary emergency repairs shall be sent to the Contractor. The Contractor shall visit the site and approve or augment the temporary emergency repairs performed by the Department. The cost of the temporary emergency repairs shall be paid for by the Contractor.

11. CONTRACT ADMINISTRATION

11.1 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.

12. NOTICES

12.1 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.

12.2 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.

13. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

13.1 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.

13.2 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.

13.3 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.

13.4 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."

14. REVIEW OF CONTRACTOR’S WORK

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

15. ACCURACY OF WORK

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

16. INDEMNIFICATION CLAUSE

16.1 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.

16.2 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.

17. INSURANCE REQUIREMENTS

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

17.2 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.

17.3 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.

17.4 Minimum Scope and Limits of Insurance

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

17.4.1 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.

17.4.2 Business Automobile Liability

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

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

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

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

17.4.3 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).

17.4.4 Contractors Pollution Liability

For losses caused by pollution conditions that arise from the operations of the Contractor as described in the Scope of Services section of this Contract.

Per Occurrence $1,000,000 General Aggregate $2,000,000

a. Coverage must be identified specific to the operations as described in the

Scope of Services in this Contract.

b. Must include coverage for pollution losses arising out of completed operations.

c. Pollution coverage must apply to all locations utilized for the acceptance, storage, or disposal of any hazardous materials.

d. The policy is to be written on an “occurrence” basis with no sunset clause. In the event that the Pollution Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract. That either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of ten (10) years beginning at the time this Contract is terminated.

e. Pollution coverage must apply to all phases of the work described in the Scope of Services in this Contract.

f. The policy shall include coverage for bodily injury, sickness, disease, mental anguish, or shock sustained by any person, including death and medical monitoring costs.

g. The policy shall include coverage for property damage, and physical damage to, or destruction of, tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically damaged or destroyed including diminution in value.

h. For losses that arise from the facility, coverage shall apply to sudden and non-sudden pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants, into or upon land, atmosphere, or any watercourse or body of water which results in cleanup costs, bodily injury or property damage.

i. The policy shall include coverage for environmental damage including physical damage to soil, surface water, ground water, plant, or animal life, caused by pollution conditions and giving rise to cleanup costs.

j. The policy shall include defense including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages.

k. The policy shall include coverage for asbestos and lead, mold, with no exclusions.

l. The policy shall include Non-Owned Disposal Site coverage.

m. 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.

n. The 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 the Contractor.

17.5 Additional Insurance Requirements

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

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

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

17.6 Notice of Cancellation

17.6.1 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).

17.7 Acceptability of Insurers

17.7.1 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.

17.8 Verification of Coverage

17.8.1 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.

17.8.1.1 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.

17.8.1.2 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.

17.8.1.3 All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. The certificate shall state that the insurance applies to any and all work performed for or on the behalf of the State of Arizona/ADOT shall be noted on the certificate of insurance.

17.9 Subcontractors

17.9.1 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.

17.10 Approval and Modifications

17.10.1 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.

17.11 Exceptions

17.11.1 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.

18. KEY PERSONNEL

18.1 It is essential that the Contractor provides adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract. The Contractor must agree to assign specific individuals to the key positions.

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

19. LICENSES, PERMITS, CERTIFICATIONS

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

20. PAYMENT BOND

20.1 The Contractor shall be required to furnish non-revocable security for the protection of all persons supplying labor and material to the Contractor or any subcontractor for the performance of any work related to the contract. Payment security shall be in the amount of 100% of the total contract price and be payable to the State of Arizona.

20.2 Payment security shall be in the form of a payment bond, certified check or cashier’s check.

20.3 All payment bonds must be executed on a form substantially equivalent to Exhibit 4 Sample

Construction Contractor Agreement - Exhibit N: Arizona Statutory Payment Bond.

21. PERFORMANCE BOND

21.1 The Contractor shall be required to furnish non-revocable security binding the Contractor to provide faithful performance of the contract in the amount of 100% of the total contract price, payable to the State of Arizona.

21.2 Performance security shall be in the form of a performance bond, certified check or cashier’s check. This security must be in the possession of the Department within the time specified or ten days after notice of award if no period is specified. If the Contractor fails to execute the security document as required, the Contractor may be found in default and the contract terminated by the Department. In case of default the Department reserves all rights.

21.3 All performance bonds must be executed on forms substantially equivalent to Exhibit 4 Sample

Construction Contractor Agreement - Exhibit O: Arizona Statutory Performance Bond.

22. SUBCONTRACTORS

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

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

23. REMOVAL OF CONTRACTOR’S EMPLOYEES

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

24. PROJECT ADMINISTRATION

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

25. LIQUIDATED DAMAGES

25.1 Failure of Construction Contractor to complete the Work within the time specified in the Contract, including any and all properly authorized extensions of time, will result in damages to the Agency with regard to occupancy, operations, and the specific benefits of public services, that are hereby communicated to the Construction Contractor and contemplated by the Construction Contractor as nullifying the inherent benefit of Agency’s contractual bargain. Accordingly, as such damage is difficult to specify and formulate, Agency and Construction Contractor agree that Construction Contractor shall pay to Agency per day as liquidated damages for each calendar day the Work remains incomplete beyond the date fixed for Substantial Completion as listed in the following Schedule of Liquidated Damages:

Original Contract Amount From More

Than:

To and Including:

Calendar Day or Fixed Date:

$ 0 $ 100, 000 $ 350 100, 000 500, 000 490 500, 000 1, 000, 000 840

1, 000, 000 2, 000, 000 910 2, 000, 000 5, 000, 000 1, 190 5, 000, 000 10, 000, 000 1, 540

10, 000, 000 ------- 2 , 380

Such liquidated damages shall be in addition to and not in preclusion of the recovery of actual damages resulting from other defects in Construction Contractor’s performance under the Contract for matters other than delays in Completion.

26. POST AWARD MEETING

26.1 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

Procurement

TABLE OF CONTENTS:

1) ....... DEFINITION OF TERMS

1.1. Acceptance

1.2. Additional Work

1.3. Agency

1.4. Agency Designated Representative

1.5. Allowance

1.6. Application for Progress Payment

1.7. Application for Final Payment

1.8. Arizona Procurement Code; A.R.S., A.A.C

1.9. Arizona TPT

1.10. As-builts

1.11. Attachment

1.12. Basic Work

1.13. Bidding Documents

1.14. Building Work

1.15. Change Order

1.16. Change Order Request

1.17. Close Out Documents

1.18. Conditional Waiver of Lien

1.19. Construction

1.20. Construction Contract

1.21. Construction Contractor

1.22. Construction Documents

1.23. Contingency

1.24. Contract

1.25. Contract Amendment

1.26. Contract Cost

1.27. Contract Terms and Conditions

1.28. Contractor

1.29. Contractor Indemnitor

1.30. Cost

1.31. Day

1.32. Design Change Notice

1.33. Design Professional

1.34. Design Professional Services

1.35. Design Requirements

1.36. Drawings

1.37. Estimated Project Construction Cost

1.38. Excusable Delay

1.39. Exhibit

1.40. Field…