CTR078398 Prefabricated WSB Telecommunication Shelter Contract Documents V III.pdf

Direct Contract

Arizona Department of Public Safety Contract No.: CTR078398

Description: Prefabricated Telecommunication Shelters Including Delivery

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CONTRACTOR IS STRONGLY ENCOURAGED TO READ THE ENTIRE CONTRACT.

Table of Contents

Scope of Work 2

Exhibit A – Example Quote 7

Special Terms and Conditions 8

Addendum A - Contractor Insurance Requirements 19

Uniform Terms and Conditions 10.5 25

Contract Signature Page 42

Attachment 1 - Participation in Boycott of Israel 43

Attachment 2 – Forced Labor of Ethnic Uyghurs Ban 44

Attachment 3 – Price Sheet 45

Attachment 4 – Designation of Confidential, Trade Secret and Proprietary Information 46

Scope of Work

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1. Purpose

1.1. Purpose: The Arizona Department of Public Safety (“AZDPS”) has the ongoing requirement for Prefabricated Telecommunication Shelters including delivery, in accordance with the terms, conditions, and specifications contained herein for the price structure entered on the attachment price sheet.

1.2. Background: The Arizona Department of Public Safety (AZDPS) Wireless Systems Bureau (WSB) owns, operates and maintains a statewide communications network which provides critical public safety voice and radio communications for multiple State of Arizona agencies and a number of local, federal and tribal agencies. This seamless voice communications network provides access to all interested first responder agencies in Arizona, which would include: state, national, tribal, county, local or qualified private (utility, health care provider, etc.)

1.3. Legal Authority: In accordance with Arizona Revised Statutes (A.R.S.) § 41-2537, and Arizona Administrative Code (A.A.C.) R2-7-E303, Competition Impracticable, SPO Technical Bulletin No. 041, State establishes this contract with Bound Tree Medical LLC to provide the Materials or Services described herein.

1.4. Authority to Contract: This contract is issued under the authority of DPS. No alteration of any portion of the contract, any items or services awarded, or any other agreement that is based upon this contract may be made without express written approval of DPS Purchasing Department’s Chief Procurement Officer or authorized designee in the form of an official contract amendment. Any attempt to alter any documents on the part of DPS or the contractor is a violation of the contract and 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.

2. Estimated Quantities

2.1. Although DPS anticipates usage under the contract; no commitment of any kind concerning actual utilization/quantities purchased during the contract term is expressed or implied.

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3. General Specifications

3.1. Requirements/Specifications: Prefabricated telecommunication shelters including delivery that aid DPS’s effort to provide critical public safety voice and radio communications support statewide.

3.2. Metal or aluminum reinforced panel communication shelter

3.2.1. Powder coat and texture options (interior/exterior)

3.2.2. Task order requests will be “made to order”

3.2.3. Example of Standard sizes:

3.2.3.1.1. 12’ x 20’, 12’ X 24’, 16’ X 24’, 24’ X 24’

3.2.4. Installation Services

3.2.5. Maintenance Services on site

3.2.5.1.1. Replace parts/panels

3.3. The Contractor shall meet the various requirements for security and reliability standards per the Task Order.

4. Contractor Requirements

The Contractor Shall:

4.1. The Contractor shall provide products at the price structure offered on the Price Sheet and shall perform in accordance with the contract requirements, terms, and conditions contained in this document.

4.2. The Contractor shall offer a full satisfaction guarantee. Any item that is received in error or in a defective or damaged condition shall be replaced within ten (10) days, or other agreed upon date at no extra cost to DPS.

4.3. The Contractor shall have:

4.3.1. The ability to successfully perform all requirements of this contract

4.3.2. The inventory and transportation capacities sufficient to meet customer demand and contract delivery requirements

4.3.3. Qualified and trained personnel capable of assisting DPS with contract activities

4.3.4. Customer dispute resolution services (at transaction level), account management, expediting services (follow up) and customer assistance.

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4.4. The Contractor shall perform and complete work in accordance with ADPS task orders under the direction and oversight of designated ADPS personnel.

4.5. Upon receipt of a Task Order, Contractor shall submit a task order offer/response on or before the date specified on Task Order. Offered pricing under a task order offer shall be all inclusive for completion of the task order. Task order offers shall also, at a minimum:

4.5.1. Provide detailed pricing for labor and materials if requested

4.5.2. Provide a detailed plan and schedule to complete the Task Order

4.5.3. All cost associated with responding to individual task order offers shall be borne by the Contractor

4.6. Unless otherwise specified in the Task Order, Contractor shall provide all qualified personnel, labor, services, safety and general use equipment, tools, all materials (including civil construction and equipment installation materials), insurance, certifications, transportation, applicable taxes and all other items of expense required for execution and completion of the work in a quality manner for the price(s) offered/awarded in the Task Order.

4.7. Contractor shall perform and complete all work in accordance with applicable industry, best practices, Federal, State, local and industry wide government standards.

4.8. Contractor shall provide insurance verification documents such as but not limited to the Installation Floater provision specified in Section 4 Special Terms and Conditions before deployment under individual task orders. It’s an amount equal to 100% of the task order…replacement cost, coverage for all losses during equipment testing.

4.9. Contractor shall provide personnel with all industry standard/approved safety equipment, general use equipment, tools, insurance, and communication equipment (two-way radios, etc.)

4.10. Contractor shall provide/designate a crew supervisor or single point of contact who will make daily progress reports, unless otherwise specified, to the assigned ADPS personnel. Daily reports to be provided via email.

4.11. Contractor shall perform and complete work under various weather/jobsite conditions.

4.12. Contractor shall provide delivery statewide and to locations in California, New Mexico, Utah and Nevada.

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4.13. Contractor will provide delivery to designated mountain tops with extreme access.

4.14. Contractor and ADPS shall review all deliverables as defined on the Task Order upon completion of work. Both parties will sign the Task Order representing an agreement of completion of work, and a copy shall be provided with the invoice.

5. AZDPS Responsibilities

5.1. Provide a Task Order with a scope of work description for each requested job (Task

Order requirements defined in section 4.0 Contractor Requirements)

5.2. Direct and oversee work performed by Contractor personnel at each jobsite location.

5.3. Ensure that all work is performed and completed in accordance with applicable industry standards, best practices and ADPS task order requirements.

5.4. Be the final authority as to installation and completion and final buyoff of Contractor’s work

5.5. Contractor and ADPS shall review all deliverables as defined on the Task Order upon completion of work. Both parties will sign the Task Order representing an agreement of completion of work, and a copy shall be provided with the invoice.

6. Delivery

6.1. Contractor to provide delivery of each prefabricated communication shelter (which is palletized) via a 4 wheel drive truck and trailer, tractor trailer, helicopter, or other means necessary to access the site.

6.2. The Contractor shall provide delivery of shelters to the designated location

6.2.1. Shelter weights may vary, and will be based on the specifications of the Task

Order.

6.2.2. The locations will be designated mountain tops with extreme access constraints

6.2.3. Due to location, may require overnight stay.

6.3. The Contractor will coordinate with the General Contractor for final placement of prefabricated communication shelter.

7. Travel

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7.1. Contractor to provide personnel with transportation to and from each jobsite, meals, lodging, and all other items required for personnel to perform work as defined in the accepted Task Order.

7.2. All lodging and meals incurred shall be reimbursed at current state of Arizona rates and per diem. https://gao.az.gov/travel/welcome-gao-travel. Contractor shall provide receipts for ADPS review and files. Should lodging and meals exceed current state of Arizona rates and per diem, the contractor shall only be reimbursed state rates.

8. Shipping F.O.B. Destination

8.1. Prices shall be F.O.B. Destination and delivered to ADPS requested location as specified at the time of the Task Order. Contractor shall retain title and control of all goods until they are delivered, received, installation completed and have been accepted by WSB.

All risk of transportation and all related charges shall be the responsibility of the contractor. All claims for visible and concealed damage shall be filed by the contractor.

ADPS will notify the contractor promptly of any damaged goods and shall assist the contractor in arranging for inspection.

9. Warranty

9.1. Contractor will warranty all labor/craftmanship for a minimum period of two years and all materials/equipment per the manufacturer’s warranty.

9.2. Contractor to repair or replace any work found to be defective during this period.

9.3. For equipment / materials provided by the Contractor, the Contractor is responsible to contact the manufacturer directly and manage the warranty between the original manufacturer and ADPS and provide service and or replacement parts. Contractor to provide ADPS update/communication for replacement parts within fifteen (15) days.

9.4. Any transportation charges associated with guarantees or warranties shall be paid by the Contractor.

https://gao.az.gov/travel/welcome-gao-travel

Exhibit A – Example Quote

Administration

State Procurement Office Contract No.: CTR078398

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Exhibit A – Example Quote

An example of a request of a list of products for a quote provided below for reference only and does not promise any intention to place this specific order.

Price Quote Product Description

Metal or aluminum reinforced panel communication shelter Prefabricated communication shelter 12’ x 20’ Prefabricated communication shelter 12’ x 24’ Prefabricated communication shelter 16’ x 24’ Prefabricated communication shelter 24’ x 24’

Special Terms and Conditions

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1. Definitions of Terms: As used in the Contract, the terms listed below are defined as follows:

1.1. Acceptance: The document titled “Offer and Acceptance Form” bearing the state contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term “acceptance” used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services.

1.2. Accepted Offer:

1.2.1. If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

1.2.2. If State requested a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means the latest Revised Offer.

1.2.3. If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer.

1.3. Arizona Procurement Code: The Arizona Procurement Code consists of Arizona Revised Statutes (A.R.S.) §§ 41-2501 et seq. and Arizona Administrative Code (A.A.C.) R2-7-101 et seq. There is additional information in the Solicitation Instructions regarding how to access these state statutes and rules.

1.4. Arizona Risk and Authorization Management Program (AZRAMP): is used by the Arizona Department of Homeland Security to evaluate Cloud services and Contractors that will transfer, process, or store state data outside of state-managed or controlled networks, and has three levels of control review:

1.4.1. AZ Mandatory Control Baseline: 35 Controls

1.4.2. NIST Low Impact Control Baseline: Public Data Classification

1.4.3. NIST Moderate Impact Control Baseline: Confidential Data Classification

1.5. Arizona Transaction Privilege Tax (TPT): For information, refer to the Arizona Department of Revenue (DOR) website at: https://azdor.gov/transaction-privilege-tax-tpt https://azdor.gov/transaction-privilege-tax-tpt

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1.6. Attachment. Any item that:

1.6.1. The Solicitation required Contractor to submit as part of the Offer (e.g., Initial Offer, Revised Offer, or Best and Final Offer);

1.6.2. Was attached to an Offer when submitted; and

1.6.3. Was included in the Accepted Offer.

1.7. Cloud Services: Cloud or Cloud Services means any Software as a Service (SaaS), Infrastructure as a Service (IaaS), or Platform as a Service (Paas) involving the transfer, processing, or storage of state Data outside the control of state-managed and controlled networks.

1.8. Contract Terms and Conditions: The Special Terms and Conditions and the Uniform Terms and Conditions taken collectively.

1.9. Contractor: The Person identified on the Accepted Offer who has entered into the Contract with the State.

1.10. Contractor Indemnitor: Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors.

1.11. Co-Op Buyer: A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co- Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2- 7-101(23).

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 I.R.S. under Section 501(c)(3) through 501(c)(6) of the tax code.

1.12. Data Breach: Data Breach is used herein as defined as stated in A.R.S. Title 18, chapter 5, article 4 (Data Security Breaches), or in any relevant state or federal standard, to indicate an unauthorized

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1.13. Eligible Agency:

1.13.1. If the Special Terms and Conditions indicate that the Contract is a “single-agency” contract, then “Eligible Agency” means the particular State of Arizona agency, university, commission, or board identified therein.

1.13.2. If the Special Terms and Conditions indicate that the Contract is a mandatory statewide contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

1.13.3. If the Special Terms and Conditions indicate that the Contract is a “cooperative” contract available for use by Co-Op Buyers, then “Eligible Agency” means any State of Arizona department, agency, university, commission, board, or any Co-Op Buyer.

1.14. Federal Risk and Authorization Management Program (FedRAMP): A federal government program that provides a standardized approach to security assessment, authorization, and continuous monitoring specifically for Cloud products and services relied upon by federal entities that store, process and transmit federal information.

1.15. Instructions to Offerors: The Solicitation Instructions document of the Solicitation.

1.16. NIST: NIST is the National Institute of Standards and Technology. For more information, see https://www.nist.gov/.

1.16.1. NIST Low Impact: If a Contractor may process, transmit, or store non-sensitive State Data, metadata, and/or Data that may be released to the public that requires no additional levels of protection during its work under the Contract, then the Contractor shall follow the NIST Low Impact security controls as directed by the State Chief Privacy Officer (Enterprise Security, Privacy & Risk Compliance team).

1.16.2. NIST Moderate Impact: If a Contractor may process, transmit, or store one or more of the following types of Data during its work under the Contract, then the Contractor https://www.nist.gov/

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1. Personal identifiable information (PII) as defined by U.S Dept. of Labor (DOL);

2. Protective health information (PHI) as defined by HIPAA;

3. Payment card industry (PCI) Data as defined by PCI Security Std. Council (PCI

SSC);

4. Criminal justice information (CJI) Data;

5. Federal tax information (FTI) Data defined by IRS 1075;

6. Data that if lost or unavailable would either be disruptive to government operations or cause a loss of confidence of trust in the government;

7. Directed by the State Chief Privacy Officer (Enterprise Security, Privacy & Risk

Compliance team).

1.17. Order: The instrument by which the Eligible Agency or Co-Op Buyer authorizes a Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends on the scope of the Contract and how the State will use it. The Special Terms and Conditions provide that information. Any of the following are construed as an “Order”: “Purchase order,” “task order,” “service order,” or “job order”.

1.18. State’s eProcurement System: The State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State Procurement Office policy document Technical Bulletin No. 020, The State’s eProcurement System–The Official State eProcurement System. Technical Bulletin No. 020 is available online at:

https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

1.19. State: With respect to the Contract generally, “State” means the State of Arizona and its department, agency, university, commission, or board that has executed the Contract. With respect to administration or rights, remedies, obligations and duties under the Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has issued the Order.

1.20. State Indemnitees: Collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees.

https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

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1.21. StateRAMP: A non-profit organization that provides a uniform approach to verifying that the cybersecurity of Cloud service providers (CSPs) meets the standards and regulations needed to do business with state and local governments.

1.22. Work: The totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws.

1.0 Contract Interpretations

1.1 Usage. Where the Contract:

1.1.1 assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to the Contractor and all Subcontractors, whether they are first-tier Subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all of Contractor’s and the Subcontractor’s respective agents, representatives, and employees in every instance unless the context plainly requires that it is a reference only to Contractor as apart from Subcontractors.

1.1.2 uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(32) [Definitions]. For clarity of intent, any right given to State using “State may” or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and

(b) where written only as “may,” the discretion is constrained by what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

1.1.3 uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(44) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

1.1.4 uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity;

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1.1.5 uses the term “might” with respect to an event, outcome, action, etc., the term is to be interpreted as conveying contingency or non-discretionary conditionality; and

1.1.6 uses the term “will” or the phrases “is to be” or “are to be” with respect to an event, outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty or imperativeness that “shall” is either unnecessary or irrelevant in that instance.

1.2 Contract Order of Precedence

1.2.1 Complementary Documents. All of the documents forming the Contract are complementary. If certain work, requirements, obligations, or duties are set out only in one but not in another, Contractor shall carry out the Work as though the relevant Work, requirements, obligations, or duties had been fully described in all, consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results.

1.2.2 Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified in one document, but not in another, is not to be considered a conflict or inconsistency.

1.2.2.1 Contract Amendments;

1.2.2.2 The final Solicitation Documents, in the following order:

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Specifications; and

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(7) Any other documents referenced or included in the

Solicitation;

1.2.2.3 Orders, in reverse chronological order; and

1.2.2.4 Accepted Offer.

1.2.3 Attachments and Exhibits. For clarity of intent, if an item was an Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one of the other Contract documents, then that Attachment no longer exists contractually as an “Attachment” since it has at that point been made into some other Contract document. In every other case, an Attachment and the Offeror Data therein remain part of the Accepted Offer for purposes of precedence and contractual effect.

2.0 Contract Administration and Operation

2.1 Term of Contract. The term of the Contract will commence on the date indicated on the Offer and Acceptance and continue for twelve (12) months unless canceled, terminated, or permissibly extended.

2.2 Contract Extensions. This Contract may be extended for supplemental periods up to a maximum of 48 months for a total contract term not to exceed five (5) years.

2.3 Eligible Agency. This contract is a single-agency contract for the sole use of the Department of Public Safety.

3.0 Costs and Payments

3.1 Pricing. Price for products available on this contract as needed shall be obtained prior to services being rendered via a quote in writing with all expenses listed, subject to approval by

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DPS.

3.2 Contractor’s Best Pricing. Contractor warrants that, for the term of the Contract, the prices and discounts set out in the Attachments titled Pricing, including any subsequent agreed amendment to it (the “Contract Pricing”), shall be equal to or better than the lowest prices and largest discounts, both separately and in combination, at which Contractor sells equivalent services, items of equipment, and materials.

3.2.1 That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of whether or not those other sales have special purchase terms, conditions, rebates, or allowances.

3.2.2 If Contractor’s Best Pricing for equivalent services, items of equipment, and materials is better than the Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing was first better than the Contract Pricing.

3.2.3 For clarification of intent, that date is intended to be the date when the difference first occurred, which might have been before the difference was first identified. If the difference occurred before it was identified, then Supplier agrees to charge less than the Contract Pricing until the extended difference that would have been realized (i.e. if the Contractor’s Best Pricing had been applied when it should have been) has been settled.

3.3 Taxes Not Included in Price. Contract prices shall not include applicable state and local taxes. The state shall pay all applicable taxes. Taxes must be listed as a separate item on all invoices.

3.4 Fixed catalog discount pricing for the first twelve (12) month period cannot be modified.

4.0 Contract Changes

4.1 Signing of Contract Amendments. The contractor’s counter-signature (or “approval” in the State’s eProcurement system, in the case of an amendment) is not required to give effect if the Contract Amendment only covers:

4.1.1 extension of the term of the Contract within the maximum aggregate term; or

4.1.2 modifications of a clerical nature that have no effect on terms, conditions, price, scope, or other material aspect of the Contract.

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In every case other than those listed in 5.1.1 and 5.1.2 above, both parties’ signatures (or “approval” in the State’s eProcurement system in the case of an amendment) are required to give it effect.

5.0 Ordering Process

5.1 DPS may purchase the specific materials contractually covered through contract direct release purchase orders issued by DPS to the Contractor. No work shall be performed without a duly authorized/issued purchase order(s). Any attempt to represent any material and/or service not specifically awarded under the contract is a violation of the contract and the Arizona Procurement Code. Any such action shall be subject to all legal and contractual remedies available to the state inclusive of, but not limited to, contract termination, cancellation, suspension and/or debarment of the Contractor.

6.0 Billing

6.1 All billing notices shall reference the Contract Number on which the order is based, the Department’s request reference number (see document header information), an itemized list of products or services supplied. Products are to be identified by the name, model number, contract number, line item number, and serial number if applicable.

7.0 Payment

7.1 Payments shall be made in accordance with A.R.S. Titles 35 and 41.

7.2 Contractor shall accept electronic payment from the State principally through, but not limited to, electronic transfer via Automated Clearing House remittance. The State also may make payment, at its discretion, by payment card, credit card, debit card, warrant, federal wire, etc.

Contractor shall cooperate with the State by providing the State information – including, but not limited to Contractor’s bank information – to support the State’s selected means of payment.

The Contractor shall not charge the State an amount to recover any convenience fee, discount fee or service fee related to the acceptance of the State’s payment.

7.3 Unless otherwise specified in the Contract, the Contractor shall offer as standard payment terms a discount of 2% for payments made within 10 days and full payment due in 30 days (generally referred to as “2/10, net 30”).

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8.0 Licensing

8.1 Contractor(s) performing work within the State of Arizona shall, as applicable be properly licensed for the Scope of Work in which they are contracting.

9.0 I. T. 508 Compliance

9.1 Unless specifically authorized in the Contract, any electronic or information technology offered to the State of Arizona under this contract shall comply with A.R.S. §41-2531 and §41-2532 and Section 508 of the Rehabilitation Act of 1973, which required that employees and members of the public shall have access to and use information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities.

10.0 Risk and Liability

10.1 Risk of Loss. Contractor shall bear all risk of loss to Materials while in pre-production, production, storage, transit, staging, assembly, installation, testing, and commissioning, if and as those duties are within the scope of the Work, until they have been accepted as conforming by State in the particular location and situation specified in the Order, or as specified generally elsewhere in the Contract if the Order does not provide particulars, provided that, risk of loss for nonconforming Materials will remain with Contractor notwithstanding acceptance to the extent the loss stems from the nonconformance.

10.2 General Contractor Indemnification and Insurance Requirements

10.2.1 Contractor Indemnification (Not Public Agency). 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, Direct Contract | Revision No. 1 | Revised 03-24 | Page 18 of 48 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 Subcontractor(s) is/are an agency, board, commission or university of the State of Arizona.

10.2.2 Public Agency Language Only. Each party (as 'indemnitor') agrees to indemnify, defend, and hold harmless the other party (as 'indemnitee') from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as 'claims') arising out of bodily injury of any person (including death) or property damage but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers."

10.2.3 Insurance Requirements: Addendum A to the Special Terms and Conditions:

Contractor Insurance Requirements is incorporated herein as part of the Special Terms and Conditions.

Addendum A to the Special Terms and Conditions

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Addendum A - Contractor Insurance Requirements

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.

Insurance Requirements

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.

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, Direct Contract | Revision No. 1 | Revised 03-24 | Page 20 of 48 its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

Minimum Scope and Limits of Insurance

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

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

• Fire Legal Liability $50,000

• Inland Marine Insurance $500,000

• Rigger Liability $5,000,000

• 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.

Business Automobile Liability

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

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• 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.

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).

Inland Marine Coverage

a. This coverage must provide coverage from the time the equipment/material becomes the responsibility of the Contractor and shall continue without interruption during the installation, including the time during which the equipment/materials is being transported to the installation site, or awaiting installation, whether on or off site.

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b. Coverage shall be written on all risk, replacement cost basis and shall include coverage for flood and earth movement as well as coverage for losses that may occur during equipment testing.

c. 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.

d. 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.

Riggers Liability Coverage

e. Riggers liability insurance required if Contractor is hoisting or installing any equipment from a crane or lifting device.

Additional Insurance Requirements

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

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).

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

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

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Representative’s Name, Address & Fax Number).

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.

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.

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.

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.

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.

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

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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.

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.

Uniform Terms and Conditions

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Uniform Terms and Conditions 10.5

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 the Solicitation or placed in the Exhibits section of the Solicitation generally containing maps, schematics, examples of reports, or other documents that will be used to perform the requirements of the Scope of Work after contract award.

1.9. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.10. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.11. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

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1.12. “Services” means the furnishing of labor, time or effort by a Contractor or Subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

1.13. “State” means any department, commission, council, board, bureau, committee, institution, agency, government corporation or other establishment or official of the executive branch or corporation commission of the State of Arizona that executes the Contract.

1.14. “State Fiscal Year” means the period beginning with July 1 and ending June 30.

1.15. “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any Materials or any Services required for the performance of the Contract.

1.16. “Subcontractor” means a person who contracts to perform work or render Services to a Contractor or to another Subcontractor as a part of a Contract with the State.

2. Contract Interpretation

2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.

2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

2.3. Contract Order of Precedence. In the event of a conflict in the provisions of the Contract, as accepted by the…