CTR077285_Contract_Documents.pdf

ATTACHMENT 1

OFFER AND ACCEPTANCE

Solicitation No: BPM006717 Available online at https://app.az.gov

Rev 11/2024

OFFER

TO THE STATE OF ARIZONA:

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

Reyes & Sons Landscaping, LLC

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

2917 N 29th St

Roberto Reyes 04/08/2025

Address Printed Name Date

Phoenix, AZ 85016

Owner

City State Zip Title reyes_sons_landscaping@hotmail.com

602-628-2207 Email Address Phone Number reyes_sons_landscaping@hotmail.com

N/A

Company Email Address Fax Number

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

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

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

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

State of Arizona

Effective this day of 20

Procurement Officer Awarded Date

Docusign Envelope ID: 9506F5F4-C7B2-48EA-9880-6FB411918F82

6/4/2025

June4th

CTR077285

Rev. 11/2024

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM006717

DESCRIPTION: Debris Pick up and Biohazard Abatement Services

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Sage Brenner Procurement Officer Phone: 602.712.8860 Email: sbrenner@azdot.gov

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

“An Equal Opportunity Agency”

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

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

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

https://app.az.gov/ mailto:sbrenner@azdot.gov

TABLE OF CONTENTS

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 11

Uniform Terms and Conditions 23

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 40

2 - Title VI/Non-Discrimination Assurances Appendix E 41

3 - 2024 Point-In-Time Homelessness Count Unsheltered Homeless Map 42

4 - Phoenix Metro Area Milepost System 43

5 - Historical Usage 44

6 - Example Task Assignment 45

7 - Daily Work Report 46

8 - Safety Program Plan Requirements 47

9 - Vendor Performance Report 48

10 - Quarterly Usage Report 49

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 Debris Pick up and Biohazard Abatement Services.

2. Introduction and Background

2.1. The Department intends to establish a term contract for on-call debris pick-up and disposal services when encountering individuals camping in the ADOT Right of Way, including unsheltered individuals. All engagement and delivery of services shall be on the basis of human respect and dignity, following all ADOT guidelines and working with ADOT partner agencies. See Exhibit 3 2024 Point-In-Time Homelessness Count Unsheltered Homeless Map, which represents where you can expect services to be needed most frequently.

2.2. The Department intends to partner with the awarded contractor to provide training and procedures for coordination of resources and debris clean-up to keep state infrastructure clean and safe.

3. General Requirements

3.1. Work Locations

3.1.1. All work shall be performed along the Department’s Right‐of‐Way (ROW) in the Phoenix

Metropolitan Area. Refer to Exhibit 4 for routes and Mile Post locations, or see the ADOT Map Book 2020 Edition, pages 21 and 45.

3.1.2. Work areas shall include all areas within the ROW fences, including channels. Paved roadways open to public vehicular traffic are excluded from the scope of services.

3.1.3. At the sole discretion of the Department, work may be required to service Department owned property immediately outside the ROW fence, pedestrian areas, and walkways.

3.1.4. Work areas may be subject to change if deemed necessary by the Department. The Department shall notify the Contractor of any work area changes in advance.

3.2. Work Schedule

3.2.1. The Contractor’s work hours must correspond to the Department’s hours as provided by the Project Manager. The required work hours may vary to accommodate seasonal changes. Work shall be performed Monday through Friday. No work shall be performed on weekends or state Holidays without prior written approval by the Department.

4. Specific Requirements

4.1. The Contractor shall provide an Outreach Coordinator who shall:

4.1.1. Maintain current certification in Occupational Safety and Health Administration (OSHA)

Hazardous Waste Operations and Emergency Response (HAZWOPER) 24-hour certification or greater, including any subsequent refresher courses as required.

4.1.2. Facilitate coordination and organize partnerships to support effective delivery of services

4.1.3. Shall serve as the Departments primary point of contact, available during scheduled work hours.

4.1.4. Coordinate with the Department to schedule and oversee debris pick up and biohazard abatement services.

4.1.5. Supervise the work and ensure the safety of all crews, performing site inspections at multiple locations throughout the workday and working with ADOT staff when crews are required at different locations

4.1.6. Conduct pre-cleanup site visits upon request of the Department, to ensure Department procedures are followed prior to work commencing

4.1.7. Identify when sites require the disposal of biohazards and drug paraphernalia

4.1.8. Communicate conflicts between the Department and Contractor procedures regarding outreach to individuals encountered within the Right of Way (ROW)

4.1.9. Complete and submit the Daily Work Report, Exhibit 7, at the end of each work week.

The Department may, at their own discretion, require a Daily Work Report be completed more frequently.

4.2. On-Call Work

4.2.1. The Department shall notify the Contractor by phone or email when work is needed and issue a Task Assignment (TA) similar to what is found in Exhibit 6, Example Task Assignment, advising the Contractor of the work location, the extent of work required, and TA due date and time.

4.2.1.1. The Contractor shall provide a complete response to a TA specific to one (1) site within two (2) working days. Otherwise, the Contractor shall respond to the TA within three (3) working days.

4.2.1.2. A complete response to a TA shall at a minimum consist of a quote reflecting the number of hours, additional equipment required, expected cost of dump fees, and the total cost to perform the service.

4.2.1.3. The Contractor’s disposal fees will be paid for by the Department as a pass-through cost. A clear weigh ticket shall be submitted to the Department within seven (7) business days that includes date and time stamps for the Contractor to be reimbursed.

4.2.1.4. The Department may determine that a site is large or complex enough to require additional equipment, including but not limited to skid-steers, loaders, and dumpsters, to complete the Task Assignment (TA). If the Contractor believes such equipment is necessary, they must clearly indicate this request on the TA form. The Department will review the request and either approve or deny it based on the specific circumstances of the site.

4.2.1.4.1. The Department may approve requests for the use of additional equipment, if deemed necessary for completing the Task Assignment (TA). If the Department approves the request, the Contractor’s equipment rental fees will be reimbursed by the Department as a pass-through cost. The Contractor must submit an invoice that itemizes the equipment rental costs to the Department within seven (7) business days after the completion of the TA.

4.2.1.5. No work shall begin until the TA and quote are approved by the Department.

Once approved by the Department a Purchase Order (PO) will be issued, wherein the approved Task Assignment is electronically attached to the purchase order upon issuance.

4.2.1.6. There shall be no increase in cost on any approved TA and Purchase Order

(PO) without written approval from the Department and a revised purchase order

4.2.2. Each crew for debris removal services shall have three (3) crew members unless otherwise required by the Department.

4.2.3. When not transporting other crew members, the vehicle operator shall perform debris pick up and biohazard abatement services.

4.2.4. In an emergency, the Contractor shall respond to the project site within two (2) hours of verbal or written communication.

4.2.5. Any call out work that is done by the Contractor without prior authorization will not be eligible for payment.

4.3. The Contractor will follow all Department procedures regarding posting notices for clean-ups and preventing the disposal of personal property.

4.4. The Contractor shall collect all trash, which may include but is not limited to paper, litter, refuse, rubber, advertising signs on fences or posts, bicycles, shopping carts, furniture and appliances.

4.5. The Contractor shall remove and dispose of debris including but not limited to makeshift shelters, sharps, drug paraphernalia, and biohazardous materials including feces, urine, vomit, blood, and spoiled food.

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

4.7. All materials collected by the Contractor shall be picked up and removed from the ROW on the same day of collection. The Contractor shall also collect and dispose of any bagged and loose refuse that may have been left by other entities.

4.8. Equipment

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

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

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

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

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

4.8.6. Contractor’s equipment used in the execution of this contract shall comply with all applicable local, state, federal, and tribal laws, statutes, ordinances, rules and regulations, and the acts, codes, orders and decrees of any administrative bodies, councils or tribunals.

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

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

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

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

5. Contractor’s Responsibilities

5.1. The Contractor shall perform all work in such a manner as to meet all accepted standards for safe practices during the maintenance operation and to safely maintain stored equipment, machines, and materials consequential or related to the work.

5.2. The Contractor shall accept sole responsibility for complying with all local, County, State, or other legal requirements including, but not limited to, ADEQ, full compliance with terms of the applicable Occupational Safety and Health Administration (OSHA) safety regulations at all times so as to protect all persons including the Contractor’s employees.

5.3. The Contractor’s employees shall be properly attired for their respective risks of their task(s) and shall adhere to the applicable safety regulations.

5.4. The Contractor shall be responsible for enforcing Confined Space entry policies and procedures.

5.5. The Contractor shall provide all equipment and supplies needed for this contract, including providing personal protective equipment for its employees and/or agents performing the task.

The equipment and supplies shall be appropriate to ensure safe handling, transportation, and disposal of waste.

5.5.1. The Contractor shall provide pressure-washing services. The Department will not provide water or electricity on site for pressure-washing services.

5.6. The Contractor shall provide safety information through training, hazard communication, risk assessment, de-escalation training, and emergency response training, to all employees, agents, and subcontractors who could potentially be exposed to waste while performing services under this contract. The Department is not responsible for training and/or communicating any risks of exposure to any of the Contractor’s employees, agents, or subcontractors.

5.7. Upon request, the Contractor shall provide written proof of employee training to the Department.

5.8. The Department may, at the Contractor’s expense, require the Contractor’s attendance at a monthly meeting.

5.9. The Contractor shall track and report performance data including but not limited to: camp decommissioning, services provided, unsheltered encountered daily, and debris removal. This data shall be provided in a report to the Department by the fifth (5th) day of the month each month for the preceding month.

5.10. Safety, Sanitary and Health Conditions

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

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

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

5.11. Suspension of Work

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

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

5.11.3. The Project Manager or Project Manager’s representative shall immediately suspend operations when work performance is observed in violation of safety rules, regulations or practices.

5.12. Language Requirement

5.12.1. The On-Site Supervisor and additional personnel as deemed necessary by the Project

Manager or appointed designee, shall communicate in English. This is not meant to require that all Contractor personnel speak, read and write English. This requirement is necessary due to the following reasons that include, but are not limited to:

5.12.1.1. Warnings and emergencies and hazards

5.12.1.2. Preparation of reports

5.12.1.3. Communication with Department personnel

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

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

5.14. Contractor’s Employees

5.14.1. The Contractor shall comply with the Social Security Act, Workers’ Compensation Laws, and Unemployment laws of the State of Arizona as well as all State, Local, and Federal legislation rules and regulations associated with maintenance and construction relevant to the Contractor’s business.

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

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

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

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

5.14.6. No visitors, spouses or children of the Contractor’s employees will be allowed in the work location during hours unless they are bona fide employees of the Contractor. Parking of employee’s personal vehicles within the Right-of-Way will not be permitted.

5.15. Corrective Action

5.15.1. The Department shall notify the contractor, verbally and in writing, of any deficiencies found within the contract limits and of the need for corrective re-work. If deficiencies are noted, a Vendor Performance Report, Exhibit 9, shall be completed and submitted to the

Procurement Officer, Identifying the contractual deficiency and the expected resolution.

A copy will be furnished to the Contractor.

5.15.2. When written notice of performance deficiencies is delivered to the Contractor, the Contractor shall, at no cost to the department, correct the deficiencies to the approval of the Department.

6. Department’s Responsibilities

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

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

6.3. The Department will perform periodic inspections to ensure compliance with contract requirements. It is anticipated that these inspections will be performed on a daily basis.

6.4. The Department will determine the acceptability and quality of any work performed under the contract.

6.5. The Department will communicate with the public and local media when inquiries about the work are received through the ADOT Communications Office. The Contractor shall not make statements to the public regarding Department procedures and policies.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

6. 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.

7. ESTIMATED USAGE

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

8. PRICE REDUCTION

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

9. PRICE INCREASE

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

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

10. CONTRACT ADMINISTRATION

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

11. NOTICES

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

a. If intended for the State, to:

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

Phoenix, Arizona 85007-3276

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

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

12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

The Contractor or any subcontractors are prohibited from having weapons in their possession or on their person within the building. Weapons shall be stored securely, consistent with A.R.S. § 13-3118, in the Contractor’s or any subcontractor’s vehicle if there are no storage amenities available at the ADOT facility. This contract may be cancelled if Contractor or any subcontractors or others in the employ or under the supervision of the Contractor or subcontractors is found to be in possession of weapons.

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

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

13. 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, and any jurisdiction or agency issuing permits for any work included in the project, and their respective directors, officers, officials, agents and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, costs, losses, or expenses, (including reasonable attorney's fees), (hereinafter collectively referred to as "Claims") arising out of actual or alleged bodily injury or personal injury of any person (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 Contractor's directors, officers, agents, employees, volunteers or subcontractors. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of 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. This indemnification will survive the termination of the above listed contract with the Contractor.

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.

14. INSURANCE

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

14.1 Insurance Requirements

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

14.1.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the

Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

14.2 Minimum Scope and Limits of Insurance

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

14.2.1 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.

14.2.2 Business Automobile Liability

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

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

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

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

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

14.2.3 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).

14.2.4 Professional Environmental Liability

Each Claim $2,000,000

Annual Aggregate $2,000,000

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

b. The Professional Liability insurance must include coverage for claims of bodily injury or property damage arising out of pollution for environmental work, asbestos, laboratory analysis and/or the operations of a treatment plant, if required by the Scope of Services.

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

14.2.5 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.

14.2.6 Pollution Legal Liability

Per Occurrence $1,000,000

General Aggregate $2,000,000

a. Coverage must be 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.

14.3 Additional Insurance Requirements

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

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

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

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

14.4 Notice of Cancellation

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

14.5 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.

14.6 Verification of Coverage

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

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

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

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

14.7 Subcontractors

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

14.8 Approval and Modifications

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

14.9 Exceptions

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

15. USAGE REPORT

The Contractor shall furnish the Department a quarterly report showing purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 10. 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

16. LICENSES, PERMITS, CERTIFICATIONS

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

17. KEY PERSONNEL

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

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.

18. SUBCONTRACTORS

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

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

19. REMOVAL OF CONTRACTOR’S EMPLOYEES

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

20. CONTRACTOR SELECTION FROM MULTIPLE CONTRACTS

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

21. POST AWARD MEETING

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