CTR077356_Contract_Documents.pdf

Docusign Envelope ID: D285AAFC-5247-4F50-A1C6-34530C1164F5

CTR077356

July

6/10/2025

Rev. 11/2024

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

INVITATION FOR BID

SOLICITATION NUMBER: BPM006654

DESCRIPTION: Automotive Parts and Repair for Medium and Heavy Duty Vehicles

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

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

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

“An Equal Opportunity Agency”

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

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

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

https://app.az.gov/

TABLE OF CONTENTS

Solicitation No: BPM#006654 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 12

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 - Usage Reports 42

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 Automotive Parts and Repair for Medium and Heavy Duty Vehicles.

2. Introduction and Background

2.1. The State of Arizona intends to establish a statewide term contract for Automotive Parts and

Repair for Medium and Heavy Duty Vehicles.

3. General Requirements

3.1. The Contractor shall have support mechanisms in place to support multiple agencies to meet the requirements of the solicitation for the service area being offered.

3.2. The Contractor shall provide the goods/services described in any or all of the following categories:

3.2.1.Category One: OEM Parts 3.2.2.Category Two: OEM Labor and Repair 3.2.3.Category Three: Vehicle Labor and Repair with non-OEM parts

3.3. The required services, components and related parts include but are not limited to the following:

3.3.1.Exhaust 3.3.2.Lighting & Electrical Systems 3.3.3.Belts & Hoses 3.3.4.Filters & PVC Valves 3.3.5.Suspensions, Alignments and Steering Systems 3.3.6.Brake Systems 3.3.7.Fuel Systems & Emissions 3.3.8.Charging & Starting 3.3.9.Cooling & Heating Systems

3.3.10. Ignition & Tune-Up

3.3.11. Power Train Systems, Engine, Transmission & Transaxle

3.3.12. Engine Parts & Mounts

3.3.13. Oils and Lubrication Systems

3.3.14. Auto Body Repair Including Paint

3.3.15. Preventative Maintenance

3.4. The areas of coverage will be in accordance to the Offer Response Form.

4. Specific Requirements

4.1. Category One: OEM Parts Requirements

4.1.1. OEM parts shall be provided by but not limited to one or more of the following:

4.1.1.1. Current Authorized and/or Certified Dealer

4.1.1.2. Current Authorized Distributor; or

4.1.1.3. Product Manufacturer

4.1.2. OEM parts shall be new and conform to the OEM’s specification, unless otherwise approved in writing by the eligible agency prior to delivery.

4.1.3. Pricing and Catalogs: All products shall be quoted from the most current product line price list/catalog.

4.1.3.1. Pricing structure for each manufacture parts list being offered will be in accordance with Offer Response Form. Pricing may be based on a discount from a manufacture’s price list or catalog, or a fixed price, or a combination of both with indefinite quantities. Multiple percentage discount structure is acceptable.

4.1.3.2. Catalogs and price lists shall be made available in either electronic or hardcopy formats upon request from an eligible agency. Electronic price lists shall contain the following at a minimum:

4.1.3.2.1. Contractors Part Number

4.1.3.2.2. Description

4.1.3.2.3. Catalog Price

4.1.3.3. Core charges shall be in the amount equivalent of any core charge paid by an eligible agency upon receipt of the core. Core charges shall be billed at actual cost.

4.1.3.4. Restocking fees shall be billed in accordance with the Offer Response Form.

4.1.4. Shipping and Delivery: The Contractor must have policies in place regarding late delivery, order tracking, restocking fees and any applicable cancellation process and will be in accordance to the Offer Response Form.

4.1.4.1. Delivery of parts or vehicles: The Contractor shall indicate delivery capacity for parts to specific locations at a pre-determined charge as indicated on the Offer Response Form.

4.1.4.2. Same day delivery of parts request shall be delivered within six (6) hours after receipt of order. The Contractor shall inform the eligible agency if delivery is expected to exceed this stated time immediately upon receipt of order or as soon as late delivery is known. Same day delivery cut-off times will be as indicated on Offer Response Form.

4.1.4.3. Parts that are identified in stock for shipping for routine services shall be delivered within five (5) working days after receipt of order. Failure to deliver within this stated time may be considered as contract non-compliance. The Contractor shall inform the eligible agency if delivery is expected to exceed this stated time immediately upon receipt of order.

4.2. Category Two: OEM Labor and Repair Requirements

4.2.1. The Contractor shall provide services to any one or more of services listed in Paragraph

3.3.

4.2.2. OEM parts shall be provided by but not limited to one or more of the following:

4.2.2.1. Current authorized and/or Certified dealer

4.2.2.2. Current Authorized Distributors; or

4.2.2.3. Product Manufactures

4.2.3. Certifications/Safety Standards/Regulations: The Contractor shall provide all necessary parts, supplies and labor necessary to perform repairs and shall meet or exceed all manufacture’s recommendations and standards. Repair services shall be performed in conformance with all provisions of this contract, legal statutes, code requirements, industry standards and applicable OEM specifications.

4.2.3.1. All work under this category shall be performed by qualified personnel.

Qualified personnel must have the training and certification required to perform the work according to all applicable federal, state and local rules and regulations. The Contractor shall perform all services in a safe manner for means, methods, techniques, procedures and safety precautions.

4.2.3.2. The Contractors shall insure that all work will be professionally diagnosed, and that repairs will be performed by factory trained and/or manufacturer certified mechanics. Contractor personnel shall possess all required licenses and certifications to perform these services. It is the Contractors responsibility to insure safety standards are met and all Contractors personnel certifications are current.

4.2.3.3. The Contractor shall comply with all applicable laws and regulations including but not limited to the following:

4.2.3.3.1. Occupational Safety and Health Administration (OSHA)

4.2.3.3.2. All local, county, state and national laws and regulations

4.2.3.3.3. National Fire Protection Association (NFPA) requirements

4.2.3.3.4. Code of Federal Regulation (CFR) under Title 49

4.2.3.3.5. Federal Motor Carrier Safety Administration (FMCSA) Inspection, Repair, and Maintenance within Part 396

4.2.3.3.6. (FMCSA) Parts & Accessories Necessary for Safe Operation within Part

4.2.3.3.7. (FMCSA) Safety Standards within Part 571

4.2.3.3.8. The Society of Automotive Engineer (SAE) standards

4.2.4. Labor Rates: Labor rates for any labor levels that may be applicable to the service being offered shall be in accordance with the Offer Response Form.

4.2.4.1. Calculated labor times shall be in accordance with the Offer Response Form. If the method of labor calculation is not a publicized manufacturer’s service guideline, the Contractor must submit that information at the time of bid submittal.

4.2.4.2. Labor rates and labor hours must be itemized on the estimate and invoice to the eligible agency. If the Contractor’s software limits itemized information, the Contractor must list the breakdown in the narrative on the estimate and invoice.

4.2.4.3. The Contractor shall have the ability to itemize labor hours to the tenth of the hour.

4.2.5. Shop Supplies: Shop Supplies shall not exceed 6% of the total labor cost per job and will not exceed a total of $300.00 per job. No item shall be charged as a part if it is charged as a shop supply.

4.2.6. Environmental/Additional Fees: Environmental Fees and or additional fees shall be listed separately on estimates and invoices and shall not exceed 3%, of the total job and will not exceed a total of $100 per job. Software fees, consultation fees, etc. shall not be included in the invoice.

4.2.7. Response Times: The Contractor shall provide turnaround time as estimated or quoted when scheduling services with eligible agencies in order to reduce downtime on vehicles.

4.2.7.1. The Contractor agrees to work within the agreed timeframe given to the eligible agency.

4.2.7.2. A written or electronic quote that includes parts, materials, labor hours and estimated completion time shall be provided to the eligible agency prior to commencement of any work under this contract.

4.2.7.3. All diagnostic testing shall require prior authorization from the eligible agency and shall begin within one (1) business day of receiving vehicles.

4.2.7.4. Repairs shall be started within twenty four (24) hours of receiving approval unless otherwise agreed upon by the eligible agency.

4.2.8. Pickup/Delivery Service: The Contractor shall provide the cost if applicable of pickup and delivery service for vehicles on Offer Response Form. Pricing for this service shall be quoted in increments as noted on the Offer Response Form.

4.2.8.1. At the discretion of the eligible agency, repairs will be made at the Contractors facility with the vehicle delivered and picked up by the eligible agency. Pickup and delivery service by the Contractor must be mutually agreed on prior to service.

4.2.8.2. All Contractor personnel operating the eligible agencies vehicles must possess a valid, appropriate class of driver’s license.

4.2.8.3. Upon prior approval by the eligible agency, maintenance, repairs and services may be performed at the eligible agency locations. This service must be overseen by the eligible agency fleet staff.

4.2.8.4. In the event pickup/delivery service is provided and multiple repair locations are available, the Contractor shall incur the cost or expense of transportation when not utilizing the nearest repair facility.

4.2.9. Vehicle Storage:

4.2.9.1. The Contractor shall be responsible for adequate and secure storage of all vehicles at no cost to the eligible agency during repair services to include the Contractor waiting on parts or capacity to complete the repair. If a repair has not been started and the repair parts or repair lead-time is deemed not acceptable, the Department has the right to remove the vehicle and transfer to another location without incurring additional storage fees.

4.2.9.2. The Contractor shall be responsible for any stolen or damaged vehicles while the vehicle is in the Contractor’s custody.

4.2.10. Optional Towing Services: The Contractor shall provide towing services if indicated on the Offer Response Form only at the discretion of the eligible agencies request. Towing services shall be billed in accordance to the Offer Response Form.

4.2.10.1. The Contractor shall be responsible for ensuring the safety and security of the eligible agency vehicle.

4.2.10.2. Towing firms are required to take reasonable steps to establish anyone defined as an “agent” of the towing firm, is compliant with the requirements in A.A.C.

Title 13, Chapter 13, article 12 (i.e. criminal background check, driving history).

4.2.11. Field Service Calls/Mobile Repair: The Contractor shall provide field service calls if indicated on the Offer Response Form only at the discretion of the eligible agencies request. Field services shall be billed in accordance to the Offer Response Form. In the event of a field service call, the mileage billed shall only be from the nearest service center to the dispatched location.

4.3. Category Three: Vehicle Labor and Repair with non-OEM parts requirements:

4.3.1. The Contractor shall provide services to any one or more of services listed in Paragraph

3.3.

4.3.2. When labor and repair with non-OEM/aftermarket parts are provided, the following is applicable:

4.3.2.1. The Contractor shall only use non-OEM/aftermarket parts when OEM parts are unavailable.

4.3.2.2. The Contractor shall not sell non-OEM/aftermarket parts directly to the eligible agency. The parts must only be used in a repair service.

4.3.3. Certifications/Safety Standards/Regulations: The Contractor shall provide all necessary parts, supplies and labor necessary to perform repairs and shall meet or exceed all manufacture’s recommendations and standards. Repair services shall be performed in conformance with all provisions of this contract, legal statutes, code requirements, and industry standards.

4.3.3.1. All work under this category shall be performed by qualified personnel.

Qualified personnel must have the training and certification required to perform the work according to all applicable federal, state and local rules and regulations. The Contractor shall perform all services in a safe manner for means, methods, techniques, procedures and safety precautions.

4.3.3.2. The Contractors shall insure that all work will be professionally diagnosed, and that repairs will be performed by trained mechanics. It is the Contractors responsibility to insure safety standards are met and all Contractors personnel certifications if applicable are current.

4.3.3.3. The Contractor shall comply with all applicable laws and regulations including but not limited to the laws and regulations listed in Paragraph 4.2.3.3.

4.3.4. Labor Rates: Labor rates for any labor levels that may be applicable to the service being offered shall be in accordance with the Offer Response Form.

4.3.4.1. Calculated labor times shall be in accordance with the Offer Response Form. If the method of labor calculation is not a publicized manufacturer’s service guideline, the Contractor must submit that information at the time of bid submittal.

4.3.4.2. Labor rates and labor hours must be itemized on the estimate and invoice to the eligible agency. If the Contractor’s software limits itemized information, the Contractor must list the breakdown in the narrative on the estimate and invoice.

4.3.4.3. The Contractor shall have the ability to itemize labor hours to the tenth of the hour.

4.3.5. Shop Supplies: Shop Supplies shall not exceed 6% of the total labor cost per job and will not exceed a total of $300.00 per job. No item shall be charged as a part if it is charged as a shop supply.

4.3.6. Environmental/Additional Fees: Environmental Fees and or additional fees shall be listed separately on estimates and invoices and shall not exceed 3%, of the total job and will not exceed a total of $100 per job. Software fees, consultation fees, etc. shall not be included in the invoice.

4.3.7. Response Times: The Contractor shall provide turnaround time as estimated or quoted when scheduling services with eligible agencies in order to reduce downtime on vehicles.

4.3.7.1. The Contractor agrees to work within the agreed timeframe given to the eligible agency.

4.3.7.2. A written or electronic quote that includes parts, materials, labor hours and estimated completion time shall be provided to the eligible agency prior to commencement of any work under this contract.

4.3.7.3. All diagnostic testing shall require prior authorization from the eligible agency and shall begin within one (1) business day of receiving vehicles.

4.3.7.4. Repairs shall be started within twenty four (24) hours of receiving approval unless otherwise agreed upon by the eligible agency.

4.3.8. Pickup/Delivery Service: The Contractor shall provide the cost if applicable of pickup and delivery service for vehicles on Offer Response Form. Pricing for this service shall be quoted in increments as noted on the Offer Response Form.

4.3.8.1. At the discretion of the eligible agency, repairs will be made at the Contractors facility with the vehicles delivered and picked up by the eligible agency. Pickup and delivery service by the Contractor must be mutually agreed on prior to service.

4.3.8.2. All Contractor personnel operating the eligible agencies vehicles must possess a valid, appropriate class of driver’s license.

4.3.8.3. Upon prior approval by the eligible agency, maintenance, repairs and services may be performed at the eligible agency locations. This service must be overseen by the eligible agency fleet staff.

4.3.8.4. In the event pickup/delivery service is provided and multiple repair locations are available, the Contractor shall incur the cost or expense of transportation when not utilizing the nearest repair facility.

4.3.8.5. Vehicle Storage: The Contractor shall be responsible for adequate and secure storage of all vehicles at no cost to the eligible agency during repair services to include the Contractor waiting on parts or capacity to complete the repair. If a repair has not been started and the repair parts or repair lead-time is deemed not acceptable, the Department has the right to remove the vehicle and transfer to another location without incurring additional storage fees.

4.3.8.6. The Contractor shall be responsible for any stolen or damaged vehicles while the vehicle is in the Contractor’s custody.

4.3.9. Optional Towing Services: The Contractor shall provide towing services if indicated on the Offer Response Form only at the discretion of the eligible agencies request. Towing services shall be billed in accordance to the Offer Response Form.

4.3.9.1. The Contractor shall be responsible for ensuring the safety and security of the eligible agency vehicles.

4.3.9.2. Towing firms are required to take reasonable steps to establish anyone defined as an “agent” of the towing firm, is compliant with the requirements in A.A.C.

Title 13, Chapter 13, article 12 (i.e. criminal background check, driving history).

4.4. Field Service Calls/Mobile Repair: The Contractor shall provide field service calls if indicated on the Offer Response Form only at the discretion of the eligible agencies request. Field services shall be billed in accordance to the Offer Response Form. In the event of a field service call, the mileage billed shall only be in the originating location of the dispatched location.

5. Contractor’s Responsibilities

5.1. Inspection & Acceptance: All repairs under this contract shall be subject to a complete inspection by the eligible agency prior to acceptance. Inspection criteria shall include, but is not limited to, mechanical integrity, quality, workmanship and materials, and invoice accuracy.

5.1.1.The Contractor shall have five (5) business days to correct any deficiencies found by the inspection. The Contractor shall be responsible for any additional costs associated with those corrections. Invoices shall be paid upon acceptance of repairs.

5.1.2.The Contractor shall be responsible for implementing all final settings and adjustments in accordance with manufacturer’s/owner’s/engineer’s specifications.

5.2. Warranty: Following are the minimum warranty requirements for all parts and materials provided under this contract:

5.2.1.The minimum warranty shall be 90 days or manufacture/industry standard warranty whichever is greater.

5.2.2.When replacing a warranty part the invoice shall include a description of the reason for the requested repair, warranty coverage and clearly indicate no charge to the eligible agency.

5.2.3.The effective date on all warranties shall begin at the time of date of acceptance or in accordance to the requirements as stated in the warranty.

5.2.4.The eligible agency shall not be charged for the cost of any warranty repairs including parts due to a Contractor rework basis.

5.3. Purchasing Card Surcharges: In the event the contractor charges a surcharge for use of purchasing card (P-card) transactions, it shall be in accordance to the Offer Response Form. Any P-card surcharges must be noted on any quotes and all final invoices as a separate line item.

5.4. Estimates and Invoicing: The Contractor shall separate repair estimates/invoices from preventative maintenance services.

5.5. Preventative Maintenance (PM) Service: The contractor shall submit a separate estimate and invoice for preventative maintenance at the time service.

5.5.1.The contractor shall include a copy of the preventative maintenance checklist with the corresponding monthly invoice at the eligible agency request.

6. Department’s Responsibilities

6.1. Inspection & Acceptance: The eligible agency shall have ten (10) business days (excluding any state holidays) to complete the inspection.

6.1.1. The eligible agency shall not unreasonably withhold acceptance.

6.2. Warranty: The eligible agency must not require a return/credit on an unused, obsolete part older than 1 year from the date of purchase.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

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

6. SHIPPING TERMS

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

7. DELIVERY

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

Delivery of the product does not constitute acceptance.

8. INSPECTION AND ACCEPTANCE

Each item delivered shall be subject to a complete inspection by the Department within 10 days after delivery. Inspection criteria shall include, but not be limited to, conformity to the specifications, workmanship, quality and materials.

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

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

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

9. INVOICING and PAYMENT

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

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit (Labor hours, rate)

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

Vehicle Identification Number

Plate Number/Vehicle Number

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

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

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

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

10. ESTIMATED USAGE

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

11. PRICE REDUCTION

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

12. PRICE INCREASE

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

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

13. SAFETY STANDARDS

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

14. WARRANTY

The Contractor warrants:

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

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

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

15. CURRENT PRODUCTS

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

16. PRODUCT DISCONTINUANCE

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

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

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

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

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

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

17. CONTRACT ADMINISTRATION

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

18. NOTICES

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

a. If intended for the State, to:

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

Phoenix, Arizona 85007-3276

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

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

19. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

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

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

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

20. INDEMNIFICATION CLAUSE

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

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

21. INSURANCE

The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the Department. Certificate(s) shall be received within 10 calendar days of notification of contract award by the Procurement Officer.

21.1. Insurance Requirements

21.1.1. 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.

21.1.2. 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.

21.2. Minimum Scope and Limits of Insurance

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

21.2.1. Commercial General Liability (CGL) – Occurrence Form

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

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

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

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

21.2.2. Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or 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.

21.2.3. 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).

21.3. Additional Insurance Requirements

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

21.3.1. 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).

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

21.4. 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).

21.5. 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.

21.6. Verification of Coverage

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

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

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

21.6.3. All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The 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

21.7. Subcontractors

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

21.8. Approval and Modifications

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

21.9. Exceptions

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

22. ADMINISTRATIVE FEE

Contractor shall pay the State an administrative fee against all Contract sales to Co-op Buyers, as provided for under A.R.S. § 41-2633. The fee for goods and services provided under this contract is 1.5% percent. On January 1, 2025, the administrative fee will increase to 2%. Rates are set in accordance with State Procurement Office (SPO) Technical Bulletin (TB) 007, available on SPO’s website, which may be revised at the State’s sole discretion as part of Arizona state procurement policy. TB 007 may be found here: https://spointra.az.gov/resources/procurement-regulations. Failure to remit the administrative fees is a material breach of contract, and will entitle the State to its remedies under Uniform Terms and Conditions Section 8, State’s Contractual Remedies, and its right to terminate for default under Section 9, Contract Termination. Method of fee calculation, payment procedures, and other details are provided on the State Procurement Office website: https://spo.az.gov/.

23. USAGE REPORT

23.1 Administrative Fee Reporting

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

Quarterly reports on transactions with cooperative purchasing members are required to be filed with ADOA‐SPO. Failure to remit the administrative fees/usage reports is a material breach of contract, and will entitle State to its remedies under Article 8 and its right to terminate for default under Article 9.

Method of calculation, payment procedures, and other details are provided on the State Procurement Office website at https://spo.az.gov/suppliers/usage-reporting.

23.2 ADOT Usage Report Requirements

The Contractor shall furnish ADOT a quarterly report showing all purchasing activity under this contract.

This usage report shall be provided in a form substantially equivalent to Exhibit 3. 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 https://spointra.az.gov/resources/procurement-regulations https://spo.az.gov/ https://spo.az.gov/suppliers/usage-reporting

April through June – Report due July 30

July through September – Report due October 30

October through December – Report due January 30

22. LICENSES, PERMITS, CERTIFICATIONS

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

23. POST AWARD MEETING

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

UNIFORM TERMS AND CONDITIONS

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

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

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

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

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

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

Amendments or Contract Amendments.

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

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

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

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

1.8. “Exhibit” means any item labeled as an Exhibit in…