CTR078969_Contract_Documents.pdf

ATTACHMENT 1

OFFER AND ACCEPTANCE

CONTRACT NO. CTR078969 Available online at https://app.az.gov

Rev. 08/2025

OFFER

TO THE STATE OF ARIZONA:

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

VLS Environmental Solutions LLC

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

3230 E Broadway Rd C-160

Address Printed Name and Title

Phoenix, AZ 85040

City, State, Zip Title david.price@vlses.com

Email Address Contact Name and Title

☐ By checking this box, Offeror is certifying that it is exempt from the requirements regarding the forced labor of ethnic Uyghurs and boycott of Israel because of one of the following: Contractor is a Sole proprietorship, has fewer than ten (10) employees; or is a non-profit organization.

david.price@vlses.com 480-848-1419 Contact Email Address Contact Phone Number

CERTIFICATION: By signature in the above, Offeror certifies that it:

1. Will not discriminate against any employee or applicant for employment in violation of any Federal anti-discrimination laws, rules, regulations or executive orders, [Arizona] State Executive Orders 2023-09, 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41- 1465;

2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or Service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;

3. Complies with A.R.S. § 18-132 when offering electronics or information technology products, Services, or maintenance;

4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instruction to Offerors.

Any extensions to the Offer Acceptance Period shall be made in accordance with A.A.C. R2-7-C310;

5. Did not and will not involve collusion or other anti-competitive practices; and

6. Is not debarred from, or otherwise prohibited from, participating in any contract awarded by federal, state, or local government;

7. Does not participate in, and agrees not to participate in during the term of the contract, a boycott of Israel in accordance with

A.R.S. § 35-393 et seq. (Unless exempt)

8. Does not participate in the use of forced labor of ethnic Uyghurs as described in A.R.S. § 35-394. (Unless exempt)

ACCEPTANCE OF OFFER

The offer is hereby accepted.

The Contractor is now bound to sell the Materials or Services listed by the attached Contract and based upon the Solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor’s Offer as accepted by the State.

The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor tor receives purchase order, contract release document, or written notice to proceed.

State of Arizona Awarded this day of 20

David Price Sales Solutions Manager

Brian Brantley

General Counsel & Head of Government Affairs

10 / 24 / 2025

Doc ID: cfba2bffef86827adaba2f49e8c66fdaf2009018

Docusign Envelope ID: DDE5A2E9-906D-470E-9654-397782801017

11/1/2025

CTR078969

Procurement Manager

25October27th

AMAR GREASHAM

Rev. 03/2025

STATE OF ARIZONA

ARIZONA DEPARTMENT OF

TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

CONTRACT

CONTRACT NUMBER: CTR078969

DESCRIPTION: Wastewater Septic Pumping, Hauling, and Disposal Services

Sage Brenner Procurement Officer Phone: 602-712-8860 Email: sbrenner@azdot.gov

This contract is established in accordance with A.R.S. §41-2537 and A.A.C. R2-7-E303, Competition Impracticable Procurements.

“An Equal Opportunity Agency”

The Arizona Department of Transportation, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat.

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

Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712-2089. 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) 712-2089.

Doc ID: cfba2bffef86827adaba2f49e8c66fdaf2009018

Docusign Envelope ID: DDE5A2E9-906D-470E-9654-397782801017

TABLE OF CONTENTS

CONTRACT NO: CTR078969 Available online at https://app.az.gov/

SECTION PAGE

Cover Page 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 13

Uniform Terms and Conditions 24

ATTACHMENTS

1 – Offer and Acceptance

2 – Offeror Information

3 – List of Subcontractors

4 – Confidentiality and Trade Secrets

EXHIBITS

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

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

3 – ADOT Water/Wastewater Systems 41

4 – ADOT Photos (Variety of Facility Systems) 42

5 – ADOT Wastewater Location Data 44

6 – ADOT Septic System Data 47

7 – ADOT Wastewater Septic Tank Pumping and Inspection Report 49

8 – ADOT Task Assignment 50

9 – Usage Report 51

10 – Vendor Performance Report 52

11 – Safety Program Plan Requirements 53

SCOPE OF WORK

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for Wastewater Septic Pumping, Hauling, and Disposal Services.

2. Introduction and Background

2.1. The Department’s Wastewater Treatment Facilities are located in remote areas requiring routine scheduled maintenance and repairs. ADOT requires coordinated contractor support to develop comprehensive schedules and plans to perform routine maintenance and emergency services.

2.2. The prime wastewater treatment for the Department wastewater systems are septic tanks, ranging in size of less than 1,000 to 20,000-gallon capacity. Some of the larger facilities have multiple septic tanks (2 to 3 septic Tanks). Systems require inspections and servicing periodically based on size and usage; typically on an annual or quarterly basis based on the septic tank inspection results.

2.3. The Department’s facilities consist of the following:

QTY DESCRIPTION

28 Wastewater (gpd>2000<20000) facilities 2 Individual Aquifer Protection Permit (APP) 15 Caretaker residence 500-gallon capacity 60 Wastewater (gpd<2000) Facilities 105 Total Wastewater Facilities

2.3.1. The Department reserves the right to increase or decrease the number of facilities identified above, and as referenced in Exhibit 5, ADOT Wastewater Location Data and Exhibit 6, ADOT Septic System Data.

2.4. This contract will serve as the primary contract for future negotiated project related services, which will be assigned through Task Assignments (Exhibit 8) and Purchase Orders. Each final Task Assignment will include a specific Scope of Services for each project, a negotiated cost based upon contracted rates, and a project schedule.

2.5. This contract contains line items with fixed prices. For those line items, contractors may provide quotes on a task assignment request where the unit price is equal to or less than the unit price in the contract.

2.6. The Department is seeking to ensure the overall efficiency of its wastewater treatment facilities by contracting the technical expertise and necessary resources to perform the services described herein.

3. Objectives

3.1. The Objectives include:

3.1.1. Provide routine and emergency wastewater systems assessment, pipe inspections, imaging, jetting, septic cleaning, pumping, spill cleanup, hauling and disposal services statewide to the Department’s wastewater treatment facilities, as needed to continue standard systems operations and to prevent violations and/or non- compliance with applicable rules and regulations.

3.1.2. Provide evaluations, reports, and recommendations to improve wastewater operations, reduce operating costs, or correct operating deficiencies.

3.1.3. Maintain the department’s systems while minimizing exposures and risks with regulatory compliance, public health and safety, environmental and security related concerns for the Department’s Wastewater Treatment Facilities.

3.2. Additional protocols may be mandated based on the Department or facility operating procedures. These may be limited by events of an Emergency, Shutdown and/or Force Majeure, services herein mandated by the Department’s ADEQ compliance obligation.

4. General Requirements

4.1. The Contractor shall furnish all necessary labor, tools, materials, equipment, and supplies to effectively perform the required services. The Contractor shall commit to having sufficient local resources (materials, personnel, and equipment) in the vicinity of the Department’s facilities necessary to do emergency work.

4.2. The work to be performed under this contract will be defined on a project-by-project basis.

4.3. The Contractor must be licensed, insured, and bonded. The Contractor is allowed to utilize licensed, insured, and bonded subcontractors to perform tasks as appropriate.

4.4. Tribal Land

4.4.1. Some work areas will be located in Native American Tribal Communities. The Contractor shall adhere to all Tribal rules and regulations, including any labor requirements, taxes, fees, licenses, permits or conditions that may be imposed by the tribal community or reservation.

4.5. Subcontracting specific tasks shall not be allowed to put the Department at risk of regulatory noncompliance. The Contractor shall ensure that all services subcontracted are performed in accordance with all regulatory requirements and shall manage all services provided by subcontractors.

4.6. Callout Notification

4.6.1. The Department shall notify the Contractors by phone or email when service is needed and issue a Task Assignment, Exhibit 8, advising the Contractors of the work location, the extent of the services required and the Task Assignment due date and time.

4.6.2. The Contractors shall respond to the Task Assignment request and provide the Department with a quote reflecting the number of estimated hours for the services, anticipated start work and completion date, equipment required, subcontractors, parts and supplies, and cost to perform the services.

4.6.2.1. If a Contractor does not intend to quote on a particular Task Assignment, they shall notify the Department prior to the Task Assignment Due Date and Time.

4.6.2.2. The Department shall identify the need for extra work items on the Task

Assignment. The Contractor shall itemize any extra work expenses on the Task Assignment.

4.6.3. Contractors are required to carefully examine the Task Assignment requirements and to fully understand the conditions to be encountered in performing the Task Assignment. In the event the Contractor finds the facility site conditions different than the Task Assignment, the Department Contract Representative shall be notified immediately.

4.6.4. A service date for the work shall be agreed upon between the Contractor and the Department as specified in the Task Assignment.

4.6.5. Submittal of a Task Assignment response to the Department does not confer acceptance, nor imply that the Contractor is to proceed with the work outlined.

4.6.6. A written Task Assignment, Exhibit 8, and Contract Purchase Order for each project are required before any work can proceed on any project. Upon Department Acceptance, the Department shall:

4.6.6.1. Provide Contractor with an Onsite Representative or contact information for the Department Representative.

4.6.6.2. Allow access to facility only when having the appropriate identification badge and the company name on the side of the vehicle to enter the Department’s sites.

4.6.7. Once a Task Assignment is accepted by the Department, the Contractor shall not increase the total cost for that Task Assignment without an approved change order from the Department.

4.6.8. The Contractor shall submit to the Department a written report with all original records, reports, and documented services of the wastewater treatment facilities performed. Records/reporting submissions shall include but not be limited to a copy of original digital photographs supporting comments made during the services performed and commentary explaining observations made when services are provided. The Contractor shall provide the Department with copies of all photos in a digital format acceptable to the Department.

4.6.9. The Contractor shall conduct facility assessments and provide recommendations to correct deficiencies or necessary modifications to maintain facility compliance with each service provided.

4.6.10. The Contractor shall write summary of recommended repairs, replacement of equipment, or modifications to wastewater treatment facilities.

4.6.11. The Contractor shall inspect and alert the Department about operational and equipment problems.

4.6.12. The Contractor is responsible for the services listed within this contract to ensure the accuracy of all regulatory and compliance issues. The Department’s review of the work completed does not negate the Contractor’s regulatory responsibilities or requirements.

4.6.13. In addition, the Contractor understands and agrees that the Task Assignment shall be performed on behalf of the Department, which shall be responsible for the oversight and approval of the completed task assignment. All work performed under a task assignment shall be performed in accordance with the contract.

5. Specific Requirements

5.1. Contractor shall have an office in the State of Arizona during the term of this contract.

5.2. All pumping, hauling and disposal services shall be in accordance with and meet the requirements of all governmental regulatory agencies.

5.3. Coordinate with the Department Contract Representative to closely review task orders, change orders, task(s) progress, and prepare verifiable performance.

5.4. The Contractor shall provide the Department Contract Representative with all documentation regarding wastewater systems pipe inspections, imaging, jetting, septic cleaning, pumping, hauling, and disposal services pumping, hauling and disposal services that includes, but is not limited to:

5.4.1. Listing subcontractor(s) used, if applicable.

5.4.2. Inspection reports and imaging

5.4.3. Dump tickets

5.5. Contractor shall pump, haul and provide disposal at all wastewater treatment facilities ensuring regulatory compliance with Federal, State, Municipalities, Tribal Lands, and/or County laws/regulations for work specified herein.

5.6. Contractor shall be responsible for the payment of any fines, penalties, or sanctions imposed on the Department by any regulatory agency with jurisdiction, arising from the Contractor’s acts, omissions, or failure to comply with applicable laws or regulations.

5.7. There may be areas within a facility with restricted access. The Contractor shall contact the Department Contract Representative to schedule a date and time the Contractor plans to be at the facility.

5.8. The Department’s wastewater treatment systems operate under (ADEQ) rules and regulations. The effluent from the septic treatment systems is disposed by way of leach fields, evaporation ponds, evapotranspiration beds, or vaulted toilets. The Contractor is responsible for pumping, hauling and disposal of septic waste.

5.9. Contractor shall document and report via email to the Department any concerns observed at each wastewater treatment facility. This is to assure that proper operations and maintenance of septic tank(s) is taking place and that structural conditions are intact. The Contractor shall measure and report scum and sludge levels and conduct visual observations of septic tank components and discharge systems.

5.10. Corrective Re-Work

5.10.1. In the event the work performance of the contract Is not satisfactory, the Contractor will be notified and given forty eight (48) hours to correct the work. All rework will be at no cost to the department.

5.11. Septic Inspection and Septic Cleaning

5.11.1. Administrative labor to prepare and deliver to the Department the required Wastewater Septic Tank Pumping and Inspection Reports after each septic tank pumping Task Assignment. Refer to Exhibit 7, ADOT Wastewater Septic Tank Pumping and Inspection Report.

5.11.2. Contractor shall inspect, clean, and repair septic tank filters and related equipment.

5.11.3. Upon approval by the Department repair or replace system filters and related equipment.

5.11.4. Contractor shall remove all undesirable and/or overgrowth of weeds, brush, or tree in and around all wastewater treatment and disposal facility systems as needed to prevent vegetative damage to the system.

5.11.5. Contractor shall inspect, clean out and remove obstructions in related piping and equipment that is located immediately upstream and downstream of the septic system.

5.11.6. Contractor shall report to the Department if accesses to wastewater infrastructure and equipment are not maintained and are not readily available. For example, manholes and inspection hatches.

5.12. Wastewater Treatment and Effluent Disposal Systems

5.12.1. The Department’s wastewater systems consist of 90 wastewater systems ranging in treatment capacity (28 systems with >2,000 <20,000 gpd inclusive of which (1) wastewater facility has an Individual Aquifer Protection Permit) and (60 systems with <2000 gpd). Maintenance activities are performed on an as need basis under a Task Assignment.

5.12.2. The wastewater septage generated from the Department’s Wastewater Treatment Facilities consists of domestic-type septage and related liquid waste from highway Rest Areas, as well as residential septage and liquid waste from the Department facilities statewide. Refer to the Exhibit 5, ADOT Wastewater Location Data for site details.

5.13. Wastewater Facility Emergency Call-Out Response

5.13.1. Upon notification from the Department, the Contractor(s) shall respond to emergency work requests within three (3) hours, unless otherwise agreed upon with the Department at time of notification. Emergency call-out must be responded to on a twenty-four (24) hours per day, seven (7) days per week basis.

5.13.2. Contractor(s) shall take action on emergency call-out within 24 hours of original notification.

5.13.3. Contractor shall provide documentation of actions (invoices, dump tickets, etc.)

within 48 hours of completion.

5.14. Emergency Protocols

5.14.1. The Contractor shall provide personnel and equipment to respond to emergencies when notified by the Department. The Contractor shall only be required to respond to emergencies related to sewage spills, pumping, hauling, clean up, and disposal services.

5.14.2. The Department will follow proper procurement procedures for handling emergencies under the Arizona State Procurement Code. Given this fact, the following are general notification protocols:

5.14.2.1. The Department shall verbally notify the Contractor’s Authorized

Representative by telephone to designate the site where emergency services are required. This verbal authorization will be followed by a written Task Assignment, sent via fax or email to the Contractor’s office within one (1) business day for documentation purposes. A corresponding purchase order will be generated and sent by mail.

5.14.2.2. The Contractor shall accomplish work within reasonable time to minimize or prevent the conditions as outlined in section 3.

5.14.2.3. The Contractor shall provide the Department with emergency contact names and twenty-four (24) hour contact phone numbers and email addresses of personnel to respond to emergency maintenance repair activities. The Contractor shall ensure all emergency operating procedures and Operator contact names, phone numbers, and email addresses are kept current.

5.14.2.4. Each emergency is unique. Once on site, the Contractor shall contact the Department to discuss the situation. The work shall be completed as determined and arranged with the Department.

5.15. Septage Pumping, Hauling and Disposal

5.15.1. The Contractor must be capable of completing the pumping, hauling, disposal, and cleaning of a septic tank system within forty-eight (48) hours of notification unless prior approval is obtained from the Departments Wastewater Representative.

5.15.2. Refer to Exhibit 6, ADOT Septic System Data, for a complete list of the Department Facilities, including the maximum quantities of septage waste and the required tank pumping and cleaning frequencies for each facility.

5.15.3. All floating debris, materials, or entangled floating materials forming a floating mat on the surface shall be broken up and homogenized with the liquid in the tank and pumped. Removal of all floating debris and sludge is required for the tank, evaporation ponds, or vaulted toilets to be considered pumped clean.

5.15.4. Following the pumping and cleaning of a septic tank, and the removal of all sludge and floating materials, the Contractor shall photograph the interior of the tank to validate that all solids and floating materials have been removed. Each photograph must include a visible date imprint. Photographs shall capture the tank baffles (when physically accessible), effluent filters, and tees of each tank to document their condition and identify and y signs of plugging.

5.15.5. Contractors responsible for all materials pumped, hauled, and disposed shall comply with all ADEQ rules and regulations pertaining to the operation, pumping, hauling and disposal of septage waste of all Department wastewater treatment facilities.

5.15.6. Upon completion of septage pumping, hauling and disposal services, the

Contractor shall submit to the Department, Exhibit 7, ADOT Wastewater Septic Tank Pumping and Inspection Report with all photographs of the cleaned tank interior.

5.15.7. After pumping and disposing of septage, the Contractor shall submit to the Department with its invoice a septage disposal receipt (dump ticket) for the disposal of septage.

5.16. Reporting

5.16.1. The Contractor shall:

5.16.1.1. Notify the Department Representative by phone and e-mail as soon as becoming aware of interruption in system service, followed by a letter within five (5) business days.

5.16.1.2. Provide verbal and follow-up written notification to the Department to ensure ADEQ notification upon a septage spill and cleanup.

5.17. Inspections, Maintenance, and Repairs

5.17.1. In accordance with regulatory requirements and/or the Department protocol, the Contractor shall conduct and document the following:

5.17.1.1. Water distribution pipelines, wastewater collection pipelines, and sewage lift pumping equipment are not items the Contractor is responsible to maintain.

5.17.1.2. If during inspection or pumping a septic tank of a wastewater facility, the

Contractor discovers any equipment failure or equipment requiring minor adjustment or repair, the Contractor shall verbally notify the Department immediately, and include detailed notes in Exhibit 7, ADOT Wastewater Septic Tank Pumping and Inspection Report.

5.17.1.3. As dictated by the Department protocol, the Contractor shall complete and deliver the appropriate form for each facility serviced; Exhibit 7, ADOT Wastewater Septic Tank Pumping and Inspection Report.

5.17.1.4. Prepare and deliver to the Department written suggestions, recommendations for any septic equipment modifications or operational issues and/or concerns found during site services.

5.18. Response Time

5.18.1. The Contractor shall be available for required services twenty-four (24) hours per day, seven (7) days per week. The Contractor shall provide routine and emergency response time as follows:

5.18.1.1. Routine Services - The Contractor shall schedule and perform work during daylight hours, Monday through Friday. No routine work shall be scheduled or performed on weekends or approved Holidays without prior written approval by the Department, or as specifically required by the Department.

5.18.1.2. Emergency Services - Responses for wastewater facilities emergency pumping shall be within three (3) hours.

5.19. Personnel

5.19.1. The Contractor shall provide a representative available by phone and in-person for meetings or consultation with the Department representative during normal business hours. The Contractor’s Representative shall be an agent of the company who has the authority to act independently without having to seek approval from the next level of management to respond to make a decision.

5.19.2. Contractor’s Representative shall be responsible for all written reports and communications, and represent the Department’s interest when communicating with regulatory agencies.

5.19.3. Contractor’s Representative shall have the ability and expertise to access, retrieve, and interpret all ADEQ rules and regulations pertaining to wastewater services.

5.20. Equipment

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

5.20.2. All vehicles must be maintained in good repair, appearance, and sanitary condition at all times. Truck beds shall be tight and have all equipment secured. Equipment, machinery, component, or system failures which affect the safe operation of any equipment shall be corrected prior to using the equipment.

5.20.3. The Contractor’s vehicles and mobile equipment shall have clearly marked identification on the Contractor’s vehicles with company name and/or logo and an identification number.

5.20.4. Vehicle(s) shall be equipped with mobile phone, or other device to facilitate communication and coordination with the Department and Contractor’s base facility. Communication devices shall be fully operational and available for immediate use during all work operations.

6. Contractor’s Responsibilities

6.1. General

6.1.1. The Contractor shall furnish all necessary, ongoing administrative reporting, labor, tools, equipment, supplies, and materials necessary to effectively perform the required services in accordance with the specification described herein. This service shall include all the Department Wastewater Treatment Facilities, as illustrated on Exhibit 5, ADOT Wastewater Location Data and Exhibit 6, ADOT Septic System Data, statewide as required per Task Assignment.

6.2. Contractor’s Employees

6.2.1. All Personnel providing service shall be required to wear and have visible at all times an ADOT Contractor identification badge when on the Department’s property.

6.2.2. The Contractor shall ensure that all work performed at Department Wastewater

Treatment Facility locations is in compliance with all regulatory requirements that apply to wastewater treatment facilities and all ADOT required reporting.

6.2.3. While performing and upon completion of services, the Contractor’s personnel shall be responsible for ensuring the Department’s property is properly secured.

6.3. Safety, Sanitary & Health Conditions

6.3.1. Attention is directed to Federal, State, and local laws, rules and regulations concerning construction safety and health standards. The Contractor shall not require any workers to work without precautions and appropriate PPE in surroundings or under conditions that are unsanitary, hazardous or dangerous to their health or safety.

6.3.2. The Department shall be notified immediately of any incidents or conditions relative to public health or safety.

6.3.3. Contract specifications require all Contractor employees to wear OSHA approved PPE, steel toed footwear and full length pants at all times while working. Refer to the following link: https://www.osha.gov

6.4. Language Requirement

6.4.1. The Contractor’s On‐Site Supervisor and additional personnel as deemed necessary by the Department shall communicate in English. This is not meant to require that all Contractor personnel speak, read and write English. This requirement is necessary due to the following reasons which include, but are not limited to:

6.4.1.1. Warnings of emergencies and hazards

6.4.1.2. Preparation of reports

6.4.1.3. Communication with Department personnel

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

7. Department’s Responsibilities

7.1. Inspection

7.1.1. The Department will perform periodic inspections to ascertain the Contractor’s compliance of any work performed under the contract.

7.2. Work Acceptance

7.2.1. The Department will decide all questions that may arise as to the quality and acceptability of any work performed under the contract.

7.2.2. The Department will verify that all work is completed in a responsible and professional manner and in accordance with specifications, schedules, or performance and operating standards that are incorporated in the work assignment.

7.3. Suspension of Work

7.3.1. The Department may suspend work operations at any time, when in their judgment, present or impending weather conditions are such that work operations cannot be carried out in a safe, effective manner. The Department shall immediately suspend operations when work performance is observed in violation of safety rules, regulations or practices.

SPECIAL TERMS AND CONDITIONS

https://app.az.gov/

1. CONTRACT TERM

The term of any resultant contract shall commence on the effective date of award and shall continue for a period of six (6) 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 six (6) months.

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

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

5. ORDERING PROCESS

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

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

Any such action is subject to the legal and contractual remedies available to the State inclusive of but not limited to contract cancellation, suspension and/or debarment of the Contractor.

6. INVOICING REQUIREMENTS

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

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

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

The Department will make every effort to process payment within thirty (30) calendar days after acceptance of services. Delivery of the service to the Department does not constitute acceptance.

The date the Department accepts delivery of services shall be the valid date for starting the thirty (30) calendar day payment period.

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

7. ESTIMATED USAGE

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

8. PRICE REDUCTION

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

9. PRICE INCREASE

The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices. All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned. Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State.

10. CONTRACT ADMINISTRATION

https://app.az.gov/

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, and any jurisdiction or agency issuing permits for any work included in the project, and their respective directors, officers, officials, agents and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, costs, losses, or expenses, (including reasonable attorney's fees), (hereinafter collectively referred to as "Claims") arising out of actual or alleged bodily injury or personal injury of any person (including death) or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of Contractor's directors, officers, agents, employees, volunteers or subcontractors. This indemnity includes any claim or amount arising or recovered under the Workers' Compensation Law or arising out of the failure of Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all Claims. It is agreed that Contractor will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. This indemnification will survive the termination of the above listed contract with the Contractor.

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

16. INSURANCE

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

Insurance Requirements https://app.az.gov/

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, 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

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.

https://app.az.gov/

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) $5,000,000

When hazardous materials are transported, the automobile liability policy shall include the following endorsements:

CA 99 48 Pollution Liability-broadened coverage for covered autos

MCS-90 (Motor Carrier Act) endorsements

a. The policy shall include Automobile Pollution Liability specific to the transportation of hazardous materials.

b. 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.

c. 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).

Contractors Pollution Liability

For losses caused by pollution conditions that arise from the operations of the Contractor as described in the Scope of Services section of this Contract.

Per Occurrence $1,000,000

General Aggregate $2,000,000

a. Coverage must be identified specific to the operations as described in the

Scope of Services in this Contract.

b. Must include coverage for pollution losses arising out of completed operations.

c. The policy is to be written on an “occurrence” basis with no sunset clause.

In the event that the Pollution Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract. That either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of ten (10) years beginning at the time this Contract is terminated.

d. Pollution coverage must apply to all phases of the work described in the

Scope of Services in this Contract.

e. The policy shall include coverage for bodily injury, sickness, disease, mental anguish, or shock sustained by any person, including death and medical monitoring costs.

f. The policy shall include coverage for property damage, and physical damage to, or destruction of, tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically damaged or destroyed including diminution in value.

g. The policy shall include coverage for environmental damage including physical damage to soil, surface water, ground water, plant, or animal life, caused by pollution conditions and giving rise to cleanup costs.

h. The policy shall include defense including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such https://app.az.gov/ compensatory damages.

i. The policy shall include coverage for asbestos and lead, mold, with no exclusions.

j. The policy shall include Non-Owned Disposal Site coverage.

k. 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.

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

Contractor.

Additional Insurance Requirements

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

1.1.1 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).

1.1.2 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 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…