CTR077709_Contract_Documents.pdf

ATTACHMENT 1

OFFER AND ACCEPTANCE

Contract No: CTR077709 Available online at https://app.az.gov

Rev 03/2025

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.

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

Address Printed Name Date

City State Zip Title

Email Address Phone Number

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

(306) 242-5599

(306) 653-6600

VP, Operations

August 21, 2025Morgan Demkey teinarsson@quarterhill.com mdemkey@quarterhill.com

60081ILSpring Grove

2402 Spring Ridge Drive, Suite E

International Road Dynamics Corp.

Docusign Envelope ID: 0D0D34B0-1B85-414E-8A91-C04162DE5383Docusign Envelope ID: BB6DC48A-ADE3-482A-8E75-DB2571347A43

September 2511

8/21/2025

CTR077709

https://app.az.gov/

Rev. 03/2025

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

CONTRACT

CONTRACT NUMBER: CTR077709

DESCRIPTION: Weigh-in Motion Scales and Systems Maintenance and Support Services

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

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

This contract is established in accordance with A.R.S. §41-2535 and A.A.C. R2-7-D301(4), Competition Impracticable Procurements.

“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.

mailto:sbrenner@azdot.gov

TABLE OF CONTENTS

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 13

Uniform Terms and Conditions 30

ATTACHMENTS

1 – Offer and Acceptance

2 - Participation in Boycott of Israel

3 - Forced Labor of Ethnic Uyghurs Ban

4 - ADOT Confidentiality and Trade Secrets

5 - Price Sheet

6 - Price Increase Percentages

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 47

2 - Title VI/Non-Discrimination Assurances Appendix E 48

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 maintenance/support services for various weigh-in motion scales and systems installed throughout the Enforcement and Compliance Division’s network. .

2. Introduction and Background

2.1. This contract represents the scope and pricing of a Support and Maintenance Services for weigh-in motion scales and systems software utilized by the Department. This represents a comprehensive and proactive approach to ensuring that deployed systems operate to the highest possible standard, with a minimum of unexpected downtime, or reduced function and ensure that uptime of the system operation is maintained in a cost effective manner.

2.2. The impacted Enforcement and Compliance Division (ECD) areas are the following Ports of Entry (POE):

2.2.1. Kingman, Arizona. US 93, MP 67

2.2.2. St. George, Utah. I-15, MP 1.

2.2.3. Nogales, Arizona. 1180 W State Port Dr.

2.3. The following WIM location at the rest area below, will also be included:

2.3.1. Sacaton. I-10 Casa Grande, EB MP 183, WB MP 184.

3. General Requirements

3.1. The Contractor shall provide the Department technical support, as well as repair and maintenance services for the various equipment locations stated above. The following is a detailed listing of the required test activities and subsequent responsibilities:

3.1.1. Maintenance Detail

3.1.1.1. In Road Instrumentation

3.1.1.1.1. Test response levels, signal level, and lead cables.

3.1.2. Maintain Installation of grout.

3.1.2.1. Loops visual inspection:

3.1.2.1.1. Sealant condition (missing, exposed wires).

3.1.2.1.2. Road condition (cracks, potholes).

3.1.2.1.3. Appropriate Light Emitting Diode (LED) flashing on interface cards.

3.1.2.1.4. Generating vehicle records without loop errors.

3.1.2.2. Diagnostic software “loop test”

3.1.2.2.1. Measuring resistance of continuous loop.

3.1.2.2.2. Measuring resistance of loop relative to shield.

3.1.2.2.3. Megger test (measurement of resistance relative to ground).

3.1.2.2.4. Measuring inductance of loops.

3.1.2.3. SLC Scale/Bending Plate Scale

3.1.2.3.1. Remove hatch from scale while generally noting the torques of the hatch cover bolts.

3.1.2.3.2. Clean components and conduct a visual inspection.

3.1.2.3.3. Moisture intrusion – expect none past lower ring and ideal for none to be past top ring.

3.1.2.3.4. Wear of the bearing surfaces.

3.1.2.3.5. Electrical cable housings and splices.

3.1.2.3.6. Load cell condition.

3.1.2.3.7. Check antifreeze level and add if necessary.

3.1.2.3.8. Checking bolt torques.

3.1.2.3.9. Check seal between the frame and the platform.

3.1.2.3.10. Testing load cell transducer resistances.

3.1.2.3.11. Checking baselines, threshold, and calibration factor.

3.1.2.3.12. Testing load cell preloads

3.1.2.3.13. Viewing vehicle records in the Contractor diagnostic mode to ensure the software is processing the signal properly.

3.1.2.3.14. Viewing signals with oscilloscope style software to ensure the signal is proper.

3.1.2.4. Offscales

3.1.2.4.1. Measure sensor resistance with and without applied load.

3.1.2.4.2. Measure sensor base voltage.

3.1.2.4.3. Check LEDs to ensure detection when pressure is applied and that it is the correct channel.

3.1.2.5. Dynax

3.1.2.5.1. Measure sensor resistance with and without applied load.

3.1.2.5.2. Measure sensor base voltage.

3.1.2.5.3. Visual inspection of LED triggering on interface card.

3.1.2.5.4. Viewing vehicle records in the Contractor diagnostic mode to ensure the software is processing the signal properly.

3.1.2.5.5. Fastener presence and torques.

3.1.2.6. Visual Inspection

3.1.2.6.1. Physical damage.

3.1.2.6.2. Environmental damage.

3.1.2.6.3. Surface wear.

3.1.2.6.4. Frame condition.

3.1.2.6.5. Epoxy condition.

3.1.2.7. Piezo

3.1.2.7.1. Checking voltage deflection as vehicles pass.

3.1.2.7.2. Measuring sensor resistance.

3.1.2.7.3. Checking sensor threshold.

3.1.2.8. Visual inspection of installation

3.1.2.8.1. Grout

3.1.2.8.2. Sealant

3.1.2.8.3. Connectors

3.1.2.9. Visual inspection of splice(s) if present

3.1.2.9.1. Viewing the vehicle records.

3.1.2.9.2. Viewing signals with oscilloscope style software.

3.1.2.9.3. Viewing signal with an oscilloscope.

3.1.3. Single Load Cell (SLC) / Bending Plate / Kistler and Piezo WIM Sensor Calibration

3.1.3.1. SLC Scale / Bending Plate Scale

3.1.3.1.1. Gain adjustment to maximum resolution and maintaining signal balances between left and right sensors.

3.1.3.1.2. Adjustment of signal offsets.

3.1.3.1.3. Viewing signals with oscilloscope style software to ensure the signal is proper.

3.1.3.1.4. Calibration test with 10 vehicles.

3.1.3.1.5. Calibration test with 50 vehicles.

3.1.3.1.6. Calibration adjustment and repeating calibration test.

3.1.3.2. Dynax

3.1.3.2.1. Checking vehicle axle spacing.

3.1.3.3. Kistler

3.1.3.3.1. Gain adjustment to maximum resolution and maintaining signal balances between left and right sensors.

3.1.3.3.2. Adjustment of signal offsets.

3.1.3.3.3. Viewing signals with oscilloscope style software to ensure the signal is proper.

3.1.3.3.4. Calibration test with 10 vehicles.

3.1.3.3.5. Calibration adjustment and repeating calibration test.

3.1.3.4. Piezo

3.1.3.4.1. Checking vehicle axle spacing.

3.1.3.4.2. Checking sensor threshold.

3.1.3.4.3. Gain adjustment to maximum levels without clipping of signals.

3.1.3.4.4. Viewing signals with oscilloscope style software to ensure the signal is proper.

3.1.3.4.5. Electronics Interface and System Computers.

3.1.3.5. Check and clean electronics

3.1.3.5.1. Visual inspection of cabinet cleanliness.

3.1.3.5.2. Cleaning and dusting all surfaces within cabinet.

3.1.3.5.3. Visual inspection of equipment layout.

3.1.3.5.4. Cleaning of over height lenses.

3.1.3.5.5. Cleaning camera lenses.

3.1.3.6. Maintaining WIM cables, connectors, terminal strips, and back-up batteries

3.1.3.6.1. Ensuring that the connector screws of the WIM cables are tight.

3.1.3.6.2. Ensuring that the connector screws of the terminal strips are tight.

3.1.3.6.3. Ensuring that the connector screws to all the accessory components are tight.

3.1.3.6.4. Ensuring that the connections to the camera are secure.

3.1.3.7. Electrical Inspection

3.1.3.7.1. Visual inspection of electrical equipment and structures including power poles, where applicable, for safety hazards.

3.1.3.7.2. Visual inspection of electrical equipment and structures for tampering.

3.1.3.7.3. Testing 120 volt electrical outlet with a pass/fail plug functionality tester.

3.1.3.7.4. Measurement of the voltage output of the electrical outlets with multimeters.

3.1.3.8. Cabinet mechanical condition

3.1.3.8.1. Testing function of lock mechanism and the door latches at the top and bottom.

3.1.3.8.2. Lubricating lock mechanism.

3.1.3.8.3. Visual inspection of condition of door seal and floor seal.

3.1.3.8.4. Ensuring all the general fasteners of the cabinet are tight.

3.1.3.8.5. Inspection of door position latch.

3.1.3.9. Heating, Ventilation, and Air Conditioning (HVAC)

3.1.3.9.1. Check cabinet light.

3.1.3.9.2. Ensuring that heat can be produced and distributed from the cabinet heater.

3.1.3.9.3. Adjusting thermostat of heater verifying it switches either on or off, depending on the ambient temperature, at the appropriate temperature indicated on the dial.

3.1.3.9.4. Ensuring the air conditioner or ventilation fan can produce cool air when turned on.

3.1.3.9.5. Adjusting thermostat of air conditioner or ventilation fan verifying it switches either on or off, depending on the ambient temperature, at the appropriate temperature indicated on the dial.

3.1.3.9.6. Checking and cleaning or replacing air conditioner or ventilation filter as deemed necessary.

3.1.3.10. Interface Card Operation

3.1.3.10.1. Loop Interface – Remove, check, clean and reinstall card

3.1.3.10.2. SLC Scale Interface - Remove, check, clean and reinstall card

3.1.3.10.3. Dynax / Offscale Interface - Remove, check, clean and reinstall card

3.1.3.10.4. Piezo Interface - Remove, check, clean and reinstall card

3.1.3.10.5. UPS Interface

3.1.3.10.6. Run the UPS self-test to ensure the battery has sufficient capacity.

3.1.3.10.7. Ten (10) minute power failure simulation by unplugging the

UPS and monitoring the system.

3.1.3.10.8. Check power log for the number of power failure occurrences.

3.1.3.11. AVI Equipment Advance Notification

3.1.3.11.1. Check cabinet temperature. (Not excessively hot or cold)

3.1.3.11.2. Check communication cables at the connections to ensure that they are tight.

3.1.3.11.3. Check electronic terminal strips to ensure all the screws are tight.

3.1.3.11.4. Verifying communication between the WIM computer and the reader.

3.1.3.11.5. Verifying synchronized communication between the reader and the writer.

3.1.3.11.6. Viewing reader status through WIM software to ensure it is reading tags from the mainstream traffic.

3.1.3.11.7. Check operator screen AVI status.

3.1.3.11.8. Send dummy tags and check log file to verify that the drive data message was received at the diagnostic port.

3.1.3.11.9. Testing antennae sensitivity with test tag.

3.1.3.12. Notification Signs

3.1.3.12.1. Checking / replacing lights.

3.1.3.12.2. Checking / replacing mechanical relays.

3.1.3.12.3. Visual inspection of entire sign for structural integrity.

3.1.3.12.4. Cleaning sign display.

3.1.3.12.5. Verifying that display presenting proper instructions at appropriate time.

3.1.3.13. Structures

3.1.3.13.1. Visual inspection of mast arm and pole for integrity.

3.1.3.13.2. Checking of alignment.

3.1.3.13.3. Visual inspection of the antenna leads in cable for physical damage.

3.1.3.13.4. Greased rotating pole bases.

3.1.3.14. Computer Communication Systems

3.1.3.14.1. Verification that the user can view selected current vehicle records through the operator screen.

3.1.3.14.2. Verification that the user is able to change the various selections, such as the sorter mode, through the operator screen.

3.1.3.14.3. Verification that a completely functional remote login to the WIM computer can be achieved.

3.1.3.15. Camera & Video

3.1.3.15.1. Clear camera image check.

3.1.3.15.2. Visual inspection of camera display for vehicle freezing, labeling, and cycling.

3.1.3.15.3. Verifying the display switches from color (daylight) to black & white (night) properly, if so equipped.

3.1.3.15.4. Verifying vehicles are well lit in the night views.

3.1.3.16. Changeable Message Signs (CMS) & Dynamic Message Signs (DMS)

3.1.3.16.1. Clean and service existing Blank out signs and DMS signs and software.

3.1.3.16.2. Inventory and supply replacement fuses, relays, bulbs, etc.

required for maintenance repairs.

3.1.3.16.3. Visually inspect structure and sign housing.

3.1.3.16.4. Verify operation for night and day operation.

4. Specific Requirements

4.1. Performance Detail

4.1.1. The Contractor shall maintain in good working condition, the components of the

Weigh-in-Motion Systems as identified above.

4.1.2. The Contractor shall respond to service requests originating from phone calls or emails to IRD Support Services within twenty-four (24) hours and extend the time to a maximum of seventy-two (72) hours in the event of a long weekend and statutory holiday.

4.1.3. The Contractor shall be onsite within five (5) business days to make repairs to the system with a maximum of seven (7) days in the event of a long weekend or statutory holiday.

4.1.4. The Contractor shall track and provide response time statistics and explanation for not meeting the response time requirements.

4.1.5. The Department shall have the ability to track the status of all services requests via the IRD Support Website (irdinc.jira.com).

4.1.6. The Contractor shall maintain all components covered by this contract in accordance with the Department specifications for acceptance, accuracy, and tolerances.

4.2. Mandatory Services

4.2.1. Scheduled Maintenance Service

4.2.1.1. The Contractor shall provide scheduled preventative maintenance at six (6) month intervals, which shall include everything specified in section 3 of the Scope of Work, as well as the following:

4.2.1.1.1. Electronics Interface and System Computers

4.2.1.1.2. Clean interior and exterior of all components

4.2.1.1.3. Remove, clean and inspect all printed circuit boards

4.2.1.1.4. Maintain all electrical connectors, cables and components

4.2.1.1.5. Test and verify control and sequence of operation of interface components.

4.2.1.1.6. Upgrade system software and operating systems as required.

4.2.1.1.7. Repair hardware including servers, workstations, roadside computers and printers to maintain optimal working condition.

4.2.2. On Call/Emergency Repair Service

4.2.2.1. On an as-required basis, the Contractor shall provide on call or emergency repair service for the system. Requests for service shall have a maximum response time of seventy-two (72) hours after receipt of notice by email or phone call, and a Contractor representative will be on-site to initiate repairs within seven

(7) days of notification.

4.2.3. Operator Refresher Course

4.2.3.1. In conjunction with the Maintenance Service, the Contractor shall provide “Operator Refresher” courses on the operation of the system. These instruction courses shall have a maximum duration of four (4) hours scheduled immediately before or after the scheduled Maintenance Service. The option of who will attend this training is up to the Department.

4.2.4. Verify System Calibration

4.2.4.1. Ports of Entry

4.2.4.1.1. Kingman

4.2.4.1.2. St. George, Utah

4.2.4.1.3. Nogales, Arizona

4.2.4.1.4. The inspection shall verify system and interface operation.

Calibration shall be performed once per year, utilizing a 3S2 Tractor Trailer Trucks loaded to 90% capacity from the live traffic stream. The live truck WIM measurements shall be compared to the certified static scale weights for reference and calibration at the Port of Entry. If the system is out of calibration before or between one of the routine inspections, the Contractor shall respond within seventy-two (72) hours of notification by the Department and perform a calibration using statistical analysis (modifying the calibration factors to bring the Class 9 3S2 Tractor Trailers between 30,000 – 80,000 lbs. with front axles between 8,000 – 12,000 lbs.)

4.2.4.2. Rest Area WIM Systems

4.2.4.2.1. Sacaton

4.2.4.2.2. The inspection shall verify system and interface operation.

Calibration shall be performed once per year, utilizing a 3S2 Tractor Trailer Truck loaded to 90% capacity. The truck is to be supplied by the Contractor as an extra to this contract and is priced under line item “Other Construction Services – Cost +15% Administrative Fee”. If the system is out of calibration before or between one of the routine inspections, the Contractor shall respond within seventy-two (72) hours of notification by the Department and perform a calibration using statistical analysis (modifying the calibration factors to bring the Class 9 3S2 Tractor Trailers between 30,000 – 80,000 lbs. with front axles between 8,000 – 12,000 lbs.)

4.2.5. Quality Control / Quality Assurance Checks

4.2.5.1. On a weekly basis, the Contractor shall contact the site(s) via modem and download data from the previous week. Data will be analyzed using the class and criteria contained in System Calibration. Calibration factors will be modified accordingly.

4.2.6. Raw Reporting

4.2.6.1. On a weekly basis, the Contractor shall dial into the sites and download data files to be archived for the Department. This data shall also be sent to the Traffic Data Management System for data collection purposes. The raw reporting produced for the Department shall be replaced with a standardized reporting as agreed to by the Contractor and the Department which gives site summary data.

The Contractor shall do diagnostics on the equipment which pertains to the optimal performance of subsystems such as the image capture cameras, fiber optic networks and communications, and CMS signs, etc. All reports shall be submitted to the Department’s Central Office for distribution to Port Supervisors.

4.2.7. Monthly Summary

4.2.7.1. On a monthly basis, a class by day of month report will be produced for the entire site. A write up will be attached identifying days that the system was working properly and days the system was not working properly, including the exact days and lanes affected. Any changes made to the calibration factors during this time period will be documented in this write up. A non-working day will be defined as any day where a lane is out of weight calibration by more than 10% or the error and warnings exceed 10%. All reports will be submitted to the Department’s Central Office for distribution to Port Supervisors.

4.3. Traffic Control

4.3.1. When lane closures are required, this service shall be the responsibility of the Contractor as an extra to this contract and is priced under line item “Other Construction Services – Cost +15% Administrative Fee”. Whenever possible, the work covered by this contract, or work requiring lane closure shall be scheduled during normal work days and during light hours.

4.4. Other Services

4.4.1. Throughout the term of this contract other services, such as consultation, system updates/upgrades, or other technical services shall be provided. In order to accommodate these requests, services shall be billed for actual hours worked and for any parts, or equipment that is provided for under this service category. Therefore, the Contractor shall provide a current equipment and parts description / price listing annually in order to keep the contract documentation up to date. Labor shall be billed by classification and established labor rates. Labor rates shall be inclusive of all travel expenses, overhead, direct and indirect costs.

4.5. Equipment and Parts Furnished

4.5.1. All equipment and parts regardless of service category shall be new, and be fully warranted per the manufacturer’s warranty. In the event only refurbished equipment or parts are available, the Contractor shall seek the Department’s written permission to provide and or install these refurbished materials. Delivery, and or freight charges shall be kept to a minimum. The Contractor should make every effort to not pass these charges to the Department. In those instances, due an emergency, or instances where the Department determines that expediting delivery is advantageous to the Department, the Department will pay for those delivery charges.

4.6. Hours of Service

4.6.1. Unless stipulated elsewhere, the hours of operation for these services shall be Monday through Friday, 7:00 a.m. to 5:00 p.m. MST, excluding official State holidays.

In those instances where services may need to be performed after hours, the Contractor may bill accordingly, as stated in Attachment 5 Price Sheet.

5. Contractor’s Responsibilities

5.1. The agreement shall include maintenance and support for all products previously deployed by the Department, as well as any new products throughout the term of the agreement.

The Contractor shall provide a detailed description of services included with pricing.

5.2. Any damage or destruction of pavement by the Contractor shall be remedied to a condition that is equal to or better than the pre-existing condition of the pavement. The Department will have the final decision on whether the remedy provided is sufficient.

5.3. The Contractor shall provide all necessary labor, tools, equipment, supplies and materials to perform the required service.

6. Department’s Responsibilities

6.1. The Department shall establish a single point of contact for orders and deliveries and shall be responsible for redistribution to eligible users.

6.2. Maintenance of the pavement is the responsibility of the Department.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

The term of any resultant contract shall commence on the effective date of award and shall continue for a period of twelve (12) months 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 REQUIREMENTS

Separate invoices are required for each 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 within thirty (30) calendar days after acceptance of services. Delivery of the service to the Department does not constitute acceptance.

The date the Department accepts delivery of services shall 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 the 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 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. REVIEW OF CONTRACTOR’S WORK

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

14. ACCURACY OF WORK

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

15. INDEMNIFICATION

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.

16. 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.

a. Insurance Requirements

i. 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.

ii. 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.

b. Minimum Scope and Limits of Insurance

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

i. 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.

ii. 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

iii. 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

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).

iv. Technology Errors and Omissions Insurance

Each Claim $2,000,000

Annual Aggregate $2,000,000

a. Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract.

b. Coverage shall include copyright infringement, infringement of trade dress, domain name, title or slogan.

c. In the event that the Tech E&O 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.

c. Additional Insurance Requirements

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

i. 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).

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

d. 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).

e. 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.

f. 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.

i. 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.

ii. 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.

iii. 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.

g. 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.

h. 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.

i. 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.

17. STATE IT ARCHITECTURE AND STANDARDS

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

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

In accordance with ADOT Information Technology Group policy 13.01, System Security Acquisition & Development Policy, the Contractor shall assist with the completion of a security plan within a template prescribed by the Department. Prior to deploying the Contractor solution, a Department risk assessment must be completed. Certification results must also be completed by the Department to comply with system lifecycle process requirements.

18. NON-DISCLOSURE

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

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

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

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

Not misuse or carelessly handle Departmental information.

Not release or disclose Departmental information to unauthorized personnel.

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

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

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

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

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

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

A. Personnel Security

Identify roles and responsibilities of technical support personnel.

Ensure separation of duties based on technical support personnel responsibilities.

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

Adhere to Department non-disclosure and acceptable use agreements.

B. Configuration Management

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

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

C. Prevent loss, modification or misuse of user data

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

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

Ensure Department PII is not stored on any portable device.

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

F. Network Services

Retain and make log history available according to Department policy for data retention.

Respond to requests from the department for information from event logs pertaining to specific incidents to assist in investigations.

Ensure network components that require continuous availability are implemented with clustering to avoid outages.

Ensure failover devices are installed and configured correctly to avoid unplanned downtime.

G. Confidentiality

The Contractor shall keep confidential and secure all information concerning individual end-users (notwithstanding aggregate usage statistics used for reporting purposes). The Contractor shall not under any conditions resell, transfer or convey information about end-users to any third party. The Contractor shall not retain or reuse information about the end-users in their own operations. Due to the sensitive nature of the information maintained by the department, the Contractor acknowledges that all information disclosed to it concerning the department’s operations during performance of the contract and after the full term of the contract shall not be disclosed without the department’s prior written consent. All proprietary information and all copies thereof shall be returned to the department upon completion of the work for which they were obtained or developed.

19. ACCEPTABLE USE

The Contractor understands that end user identification and password combinations are the means of access to Department electronic information systems and that contracted individuals are accountable for actions undertaken with assigned User IDs. Contracted individuals will agree to abide by all applicable federal laws, state laws, statewide and Department policies; and will not:

A. Reveal Department password(s) to anyone;

B. Use another person’s Department password(s);

C. Ask another person to reveal their Department password(s);

D. Reveal Department data to any person or entity unless in conjunction with state business;

E. Attempt to or access Department data not related to prescribed job duties.

The Contractor agrees there shall be no unauthorized duplication or distribution of software on Department electronic computer equipment. This includes the duplication or distribution of software licensed to the Department for private use or for sale to third parties. The Contractor agrees the performance of such unauthorized duplication or distribution shall be subject to civil and criminal penalties under both state and federal statutes. Contractor personnel that require agency network accounts are required to sign individual acceptable use and nondisclosure agreements.

20. ACCEPTANCE FOR EQUIPMENT AND SOFTWARE

Determination of the acceptability of the product will be made by the sole judgment of the Department. Acceptance shall be in writing, verbal acceptance for product will not be allowed. All products delivered will be inspected and tested for acceptance. Acceptance shall be 100% functionality, which will be determined by the Department. Acceptance criteria shall include but not be limited to conformity to the specifications, functionality, and quality of materials.

Nonconformance to any of the acceptance criteria of the products shall result in delay for payment.

Payment shall not be made until nonconformance to the criteria is corrected as determined by the Department.

21. CONFIDENTIALITY OF RECORDS

The contractor shall establish and maintain procedures and controls acceptable to the Department for the purpose of assuring that information or data in its possession is not mishandled, misused, released, disclosed, or used in an inappropriate manner by it, its agents, officers, or employees.

This includes information contained in its records obtained from the Department or others, necessary for contract performance. The contractor shall take all reasonable steps and precautions to safeguard this information and data and shall not divulge the information or data to parties other than those needed for the performance of duties under the contract.

22. CONFIDENTIALITY (END-USERS)

Notwithstanding aggregate usage statistics used…