CTR078503_Contract_Documents.pdf

Procurement OFFER AND ACCEPTANCE

Solicitation No: BPM006881 Available online at https://app.az.gov

Rev 04/2020

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 Empire Southwest, LLC

Date Address Printed Name

City Zip Title State Sr. VP/CFO

Phone Number Email Address 602-622-4713

Fax Number Company Email Address

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

Rev. 03/2025

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM006881

DESCRIPTION: Statewide Heavy Equipment Including Accessories

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Patrick Breazeale Procurement Officer

Phone: 602-712-8504 Email: PBreazeale@azdot.gov

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

Proposals.

“An Equal Opportunity Agency”

The Arizona Department of Transportation, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252.42 U.S.C. §§ 2000d-4) and the Americans with Disabilities Act (ADA), hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids i n 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 p hone (602) 712-

7466. Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation.

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

https://app.az.gov/

TABLE OF CONTENTS

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 11

Uniform Terms and Conditions 21

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 39

2 - Title VI/Non-Discrimination Assurances Appendix E 40

3 - ADOT Usage Report 41

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, has a requirement for Statewide Heavy Equipment Including Accessories.

2. Introduction and Background

2.1. The State of Arizona intends to establish statewide term contract for purchasing a wide range of various types of Heavy Equipment that includes accessories. Additionally, the State requires the

Contractor to provide a diverse and extensive supply of equipment for purchase to be used at various statewide agencies and locations.

2.2. The State has identified Eight (8) categories of equipment listed below. The Contractor shall provide the goods described in any or all of the following categories:

1. Dozers

2. Excavators

3. Loaders

4. Graders

5. Rollers

6. Trailers

7. Cranes

8. Miscellaneous

3. General Requirements

3.1. EQUIPMENT AND PRODUCT REQUIREMENTS

A complete and comprehensive line of Heavy Equipment to support the various needs of the Eligible Agency is requested. Equipment types include, but are not limited to the following:

S u b

4. Specific Requirements

4.1. Equipment shall be delivered as a complete unit, certified and ready for immediate job site operation within the State of Arizona. The equipment supplied shall be a standard model of a manufacturer experienced in the production of heavy equipment.

Telehandler Motor Graders Trailer/Flatbed

Air Compressor Paver/Tracked/Wheeled Trailer/ Drop Neck

Dozers / Tracked/ Wheeled Rollers/Drum/Vibrate Trailer/ Utility

Excavators / Tracked/ Wheeled Rollers/Wheeled/Pneumatic Trencher

Personnel Lifts Road Widener Water Tank Trailer

Trailer/Crack Sealer Trailer/Bottom Dump Light Towers

Loaders / Backhoe Skid Steer Loaders Trailer/ Equipment Hauling

Loaders / Wheeled / Track Trailer/Tilt Articulated Dump Trucks

Generators Mills/ Crushers

4.2. The equipment specified within the scope of work shall be equipped with those items normally supplied in the stream of commerce. Each unit shall include all specified accessories, parts, equipment and options that are listed in the manufacturer’s specifications as standard equipment for the specific model, unless otherwise required by the Eligible Agency. All parts, equipment and accessories shall conform in strength, quality of material, design and workmanship to recognized industry standards. Each component of the complete unit shall be adequate for and compatible with all structural and performance demands placed upon it as a part of the complete unit.

4.3. This equipment will be used statewide at elevations from near sea level to 10,000 feet and in ambient temperatures ranging from -30 to 120 degrees F. The equipment shall remain operational under these conditions with potential adjustments needed. The Contractor shall notify eligible agency if adjustments would be required and would need to be approved by Eligible agency.

4.4. All equipment shall conform to all applicable Occupational Health Administration (OSHA), Mine Safety and Health Administration (MSHA), Federal Motor Carrier Safety Administration (FMCSA), Federal Motor Vehicle Safety Standards (FMVSS) and Environmental Protection Agency (EPA) regulations in effect at the time of delivery.

4.5. When equipment is purchased in quantities greater than one, each unit shall be identical in all aspects of design and manufacturer. The total number of units purchased over the life of the contract is dependent upon budget resources for each fiscal year, available funds and unforeseen changes within the Eligible Agency.

4.6. In order to meet the expectations of the Eligible Agency, the Contractor(s) shall have a long standing presence in the heavy equipment industry and shall be able to provide a full range of products, equipment, accessories and training services.

4.7. WARRANTY SERVICE REQUIREMENTS: All equipment provided shall include a standard manufacturer’s warranty. In addition, the Contractor shall offer pricing for extended warranty options that may be purchased to provide warranty coverage after standard manufacturer’s warranties expire to include parts, labor and transportation.

4.7.1.For service calls during the Contractor’s business hours, the Contractor shall acknowledge the service call within 4 hours and initialize work within 2 business days.

4.7.2.The Contractor shall provide status updates related to repair progress, as requested.

4.8. TRAINING REQUIREMENTS: Training sessions must meet the scope of work requirements. Only qualified, factory-trained personnel shall conduct training sessions. Personnel shall have a high level of knowledge and experience relating to the type and model of equipment purchased.

4.8.1.Minimum qualifications of training personnel:

4.8.1.1. Persons conducting the operator’s training must have at least two (2) year of hands on experience of actually operating the equipment purchased.

4.8.1.2. Persons conducting technician training must be a manufacturer certified technicians and must have at least three (3) year of hands on experience in actually performing preventative maintenance and repair of the equipment purchased.

4.8.2.Operator and technician training shall be completed within three months of the acceptance date of the vehicle or equipment by the Eligible agency.

4.8.3.After initial technician training, the Contractor shall return three months prior to expiration of manufacturer warranty to conduct refresher training. This training shall be conducted at shop location or operating location based on the request of the Eligible Agency.

4.8.4.Upon completion of the Contractor-provided training, the Eligible Agency shall evaluate whether or not the training was adequate for both the operators and technicians through a training checklist that the Contractor shall provide. The Eligible Agency Training Department reserves the right to determine whether the Contractor provided training that was acceptable and complete. If the training is inadequate, the Contractor shall be required to conduct additional training at no cost to the Eligible Agency, to satisfy the operational and technical training requirement.

4.8.5.The Eligible Agency may record the training presentations provided by the Contractor.

4.8.6.Should the Contractor forfeit or be unable to perform any of the required training within the three month requirement, as outlined in sections 4.8.2 and 4.8.3 of the scope of work, the Contractor shall incur the cost of the Eligible Agency obtaining the training requirements from an outside training institution and/or “other” vendor/supplier. If outside training is not available, the Contractor shall incur all costs in having said equipment down for repairs until such time the equipment is repaired and/or training completed.

4.8.7.Operator Training Requirements: The Contractor shall provide up to eight (8) hours of training at the Eligible Agency location, within the State, that will be receiving the equipment.

Operator training shall coincide with each operator site location work hours. Operator training shall be scheduled within thirty (30) days from in-service date for a mutually agreed upon three months of the acceptance date of the vehicle or equipment by the Eligible Agency.

This training shall contain the following information:

4.8.7.1. VEHICLE FAMILIARIZATION

4.8.7.1.1. Description of system and components

4.8.7.1.2. Maintenance services and lubrication

4.8.7.1.3. Vehicle operation

4.8.7.2. ENGINE

4.8.7.2.1. Operation

4.8.7.2.2. Engine controls manual, electronic, and shut down

4.8.7.3. TRANSMISSION

4.8.7.3.1. Description of systems and components

4.8.7.3.2. Operation

4.8.7.3.3. Maintenance services and lubrication

4.8.7.3.4. Service requirements (proper methods and intervals)

4.8.7.3.5. Controls (manual, electronic, if equipped)

4.8.7.3.6. Integrated emergency warning system

4.8.7.3.7. PTO (operation, maintenance services, inspections, and lubrication

4.8.7.3.8. Split shaft PTO operation, if equipped

4.8.7.4. BRAKES AND AIR SUPPLY SYSTEM

4.8.7.4.1. Description of systems and components

4.8.7.4.2. Operation

4.8.7.4.3. Maintenance services, inspection and lubrication of components

4.8.7.4.4. Warning devices and troubleshooting

4.8.7.4.5. Anti-lock system, if equipped

4.8.7.5. BODY AND COMPONENTS

4.8.7.5.1. Lubrication and operator adjustments (if applicable)

4.8.7.6. HYDRAULIC SYSTEMS

4.8.7.6.1. Description of systems and components

4.8.7.6.2. Operational controls (manual, electronic and automatic sequencing)

4.8.7.6.3. Maintenance services

4.8.7.7. Safety Device requirements for equipment operation and operator safety.

4.8.7.8. Learning Objectives- At the conclusion of each training session, the attending equipment operators will be able to:

4.8.7.8.1. Describe the operating capabilities and any special or “new” features present on the equipment.

4.8.7.8.2. Identify all control devices and in particular those which are new or unique to this equipment model.

4.8.7.8.3. Describe the proper techniques to use for transporting the equipment including loading and tie-down.

4.8.7.8.4. Use the Operator’s Manual to identify:

4.8.7.8.4.1. Special safety considerations including Cautions and Warnings applicable to the operation of the equipment.

4.8.7.8.4.2. Manufacturer’s recommended preventive maintenance service intervals and procedures including pre- and post-operational inspection and service requirements.

4.8.7.8.5. Demonstrate on the equipment:

4.8.7.8.5.1. The ability to identify inspection and service points.

4.8.7.8.5.2. Proper start-up and shutdown procedures.

4.8.7.8.5.3. Proper use of controls, in particular those that are new or unique to this equipment model.

4.8.7.8.5.4. The use of proper Safety equipment.

4.8.7.8.6. The Contractor shall provide a training checklist to Eligible Agency of completion of learning objectives per section 4.8.7.8.

4.8.8.Technical Service Training Requirements-The Contractor shall provide qualified, factory-trained personnel for training sessions up to eight (8) hours duration at each location(s) within the State that will be responsible for maintaining the equipment purchased under this contract. Training must be scheduled around the technician work shifts for each Eligible

Agency maintenance shop. Technical service training must be completed within three months of the acceptance date of the purchased equipment by the Eligible Agency. After the initial Contractor technician training, the Contractor shall return three months prior to expiration of warranty to conduct refresher technician training. All service training shall contain the following information:

4.8.8.1. TECHNICAL MANUALS

4.8.8.1.1. Format

4.8.8.1.2. Use

4.8.8.1.3. Internet access instruction for service manuals, warranty and technical service bulletins information.

4.8.8.2. VEHICLE FAMILIARIZATION

4.8.8.2.1. Description of systems and components

4.8.8.2.2. Maintenance services and lubrication

4.8.8.2.3. Vehicle Operation

4.8.8.2.4. Warranty specifications and requirements

4.8.8.2.5. Basic Computer aided diagnostics

4.8.8.3. ENGINE

4.8.8.3.1. Operation

4.8.8.3.2. Tune-Up

4.8.8.3.3. Maintenance services and lubrication

4.8.8.3.4. Engine controls (manual, electronic, if equipped, shut down, computer controls, if equipped, and troubleshooting)

4.8.8.3.5. Cooling system (integrated sub-system with pump for aux. cooling, coolant recovery system)

4.8.8.3.6. Oil filtration system

4.8.8.3.7. Ignition system (diagnosis repair and troubleshooting)

4.8.8.3.8. Fuel system (diagnosis repair and troubleshooting) Electronic Fuel Injection (EFI)/Port Fuel Injection (PFI), if equipped

4.8.8.3.9. Computer aided diagnostics, if equipped

4.8.8.4. TRANSMISSION

4.8.8.4.1. Description of systems and components

4.8.8.4.2. Operation

4.8.8.4.3. Maintenance services and lubrication

4.8.8.4.4. Service requirements (proper methods and intervals)

4.8.8.4.5. Controls (manual, electronic, if equipped)

4.8.8.4.6. Integrated emergency warning system

4.8.8.4.7. PTO (operation, maintenance services, repair and troubleshooting, and lubrication)

4.8.8.4.8. Split shaft PTO operation, if equipped

4.8.8.5. BRAKES AND AIR SUPPLY SYSTEM

4.8.8.5.1. Description of systems and components

4.8.8.5.2. Operation

4.8.8.5.3. Maintenance services, repair and lubrication of components

4.8.8.5.4. Repair and component replacement (brakes and air systems)

4.8.8.5.5. Warning devices and troubleshooting

4.8.8.5.6. Anti-lock system if equipped

4.8.8.6. BODY AND COMPONENTS

4.8.8.6.1. Lubrication and service requirements

4.8.8.6.2. Adjustments (compartment doors, lids and covers)

4.8.8.7. HYDRAULIC SYSTEMS

4.8.8.7.1. Description of systems and components

4.8.8.7.2. Operational controls (manual, electronic and automatic sequencing)

4.8.8.7.3. Robotics / Remote Controls

4.8.8.7.4. Maintenance services, repair and lubrication

4.8.8.7.5. Troubleshooting

4.8.8.7.6. System Diagnosis

4.8.8.8. COMPLETE ELECTRICAL COMPONENTS

4.8.8.8.1. Troubleshooting and repair

4.8.8.9. CALIBRATION SYSTEMS (if applicable)

4.8.8.9.1. Description of systems and components

4.8.8.9.2. Operation controls

4.8.8.9.3. Complete calibration procedures

4.8.8.10. Diagnostic program/scan tool operation and troubleshooting.

4.8.8.11. Learning Objectives- At the completion of these training sessions, the attending technicians will be able to:

4.8.8.11.1. Describe the primary equipment systems design features, function & capabilities.

4.8.8.11.2. Identify the primary equipment systems component location and function.

4.8.8.11.3. Use Manufacturer’s reference literature and materials to identify:

4.8.8.11.3.1. Manufacturer’s Preventive Maintenance service intervals & procedures.

4.8.8.11.3.2. Recommended system diagnostic procedures & repair processes.

4.8.8.11.3.3. Representative component part numbers & nomenclature.

4.8.8.11.4. Demonstrate on the equipment, the use of specified diagnostic procedures and appropriate tools/devices to diagnose the most likely primary equipment system failures and describe the procedures that would be required to repair these failures.

4.8.8.11.5. The Contractor shall provide a training checklist to Eligible Agency of completion of learning objectives per section 4.8.8.11.

5. Contractor’s Responsibilities

5.1. Authorized Service and Repair Facilities

5.1.1. The Contractor shall have the ability to ensure acceptable performance under a statewide contract. This includes the ability to create and manage numerous individual accounts for order placement, billing and reporting purposes.

5.1.2. The Contractor shall be a dealer for manufacturer of equipment. Dealers shall have service locations in Maricopa County, Arizona. The Contractor shall be able to deliver to the Eligible Agency shown on purchase order and provide warranty repair at local a dealer.

5.1.3. The Contractor shall indicate on quote if vehicle or equipment does not have Operator or Technical training available.

6. Department’s Responsibilities

6.1. The Eligible Agencies will provide final acceptance and approval of any equipment and services delivered.

6.2. The Eligible Agencies may opt out of training requirements per sections 4.8.7 and 4.8.8.

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

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

4. NON-EXCLUSIVE CONTRACT

This contract shall be for the sole convenience of the Department. The Department reserves the right to obtain like goods or services from another source when necessary. The Off-Contract Purchase

Authorization and subsequent procurement shall be consistent with the Arizona Procurement Code.

5. ORDERING PROCESS

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

Any attempts to represent any material and/or service not specifically awarded as being under contract is a breach of the contract and a violation of the Arizona Procurement Code. Any such action is subject 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.

https://spo.az.gov/suppliers/usage-reporting

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

6. 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 15 calendar days of notification of contract award by the Procurement Officer.

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

16.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance.

16.3 Minimum Scope and Limits of Insurance

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

16.3.1 Commercial General Liability (CGL) – Occurrence Form

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

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

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

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

16.3.2 Business Automobile Liability

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

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

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

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

16.3.3 Workers’ Compensation and Employers’ Liability

Workers' Compensation Statutory

Employers' Liability Each Accident $1,000,000 Disease – Each Employee $1,000,000 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).

16.4 Additional Insurance Requirements

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

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

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

16.5 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).

16.6 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.

16.7 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.

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

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

16.7.3 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.

16.8 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 the Contract, proof from the Contractor that its subcontractors have the required coverage.

16.9 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.

16.10 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. ADMINISTRATIVE FEE

Contractor shall pay the State an administrative fee against all Contract sales to Co-op Buyers, as provided for under A.R.S. § 41-2633. As of January 1, 2025, the administrative fee increased to 2%. Rates are set in accordance with State Procurement Office (SPO) Technical Bulletin (TB) 007, available on SPO’s website, which may be revised at the State’s sole discretion as part of Arizona state procurement policy. TB 007 may be found here: https://spointra.az.gov/resources/procurement-regulations. Failure to remit the administrative fees is a material breach of contract, and will entitle the

State to its remedies under Uniform Terms and Conditions Section 8, State’s Contractual Remedies, and its right to terminate for default under Section 9, Contract Termination. Method of fee calculation, payment procedures, and other details are provided on the State Procurement Office website: https://spo.az.gov/.

https://spointra.az.gov/resources/procurement-regulations https://spointra.az.gov/resources/procurement-regulations https://spo.az.gov/

18. KEY PERSONNEL

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

Contractor must agree to assign specific individuals to the key positions.

19. SUBCONTRCTORS

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

20. LICENSES, PERMITS, CERTIFICATIONS

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

21. USAGE REPORT

21.1 Administrative Fee Reporting

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

Quarterly reports on transactions with cooperative purchasing members are required to be filed with ADOA‐SPO. Failure to remit the administrative fees/usage reports is a material breach of contract, and will entitle State to its remedies under Article 8 and its right to terminate for default under Article 9. Method of calculation, payment procedures, and other details are provided on the State Procurement Office website at https://spo.az.gov/suppliers/usage-reporting.

21.2 ADOT Usage Report Requirements

The Contractor shall furnish ADOT a quarterly report showing all purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to Exhibit 3.

Usage reports shall be submitted to the Procurement Officer no later than 30 days after the end of each quarter.

Usage report quarters shall be defined as follows:

https://spo.az.gov/suppliers/usage-reporting

January through March – Report due April 30

April through June – Report due July 30

July through September – Report due October 30

October through December – Report due January 30

22. POST AWARD MEETING

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

UNIFORM TERMS AND CONDITIONS

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

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

AI, external AI, generative AI, and large language model (LLM) AI.

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

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

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

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

Amendments or Contract Amendments.

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

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

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

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

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

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 State and as they may be amended, the following shall prevail in the order set forth below:

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits; then

2.3.7. Any other documents referenced or included in the Solicitation including, but not limited to, any Bid or Offer documents provided by the Contractor that do not fall into one of the above categories.

2.4. Relationship of Parties. The Contractor under this Contract is an independent

Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

2.6. No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

2.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

3. Contract Administration and Operation

3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each Subcontractor to retain any and all Data and other “records” relating to the acquisition and performance of the Contract for a period of five (5) years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Orders Nos.

2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when required by Federal or

State law.

3.3. Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this Contract and five

(5) years thereafter, the Contractor’s or any Subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or

Subcontract.

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, Subcontractor facilities, and the Contractor’s processes or services, at reasonable times for inspection of the facilities or Materials covered under this Contract as required under A.R.S. § 41-2547. The State shall also have the right to test, at its own cost, the Materials to be supplied under this Contract. Neither inspection of the

Contractor’s facilities nor Materials testing shall constitute final acceptance of the

Materials or Services. If the State determines non-compliance of the Materials, the

Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the

Solicitation, stated in the Contract, or listed on the State’s eProcurement system. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

3.6.