CTR079410_Contract_Documents.pdf

ARIZONA ATTACHMENT

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TRANSPORT'ATION OFFER AND ACCEPTANCE

OFFER

TO 1liE 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.

Diamond Auto Glass, Inc.

Offerer (Company) Name

1929 N 4th St

Date

Address

Flagstaff AZ 86004 City, State, Zip

Stuart@diamondautoglassflagstaff.com Email Address

Stuart Weatherman President Printed Name and TIiie

TIiie Patrick T Breazeale Procurement Officer

Contact Name and Title pbreazeale@adot.gov

� 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.

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.RS.§§ 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.RS.§ 18-132 when offering electronics or information technology products, Services, or maintenance;

4. Has submitted this Offer as a fim, 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, stale, 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.RS. § 35-393 et seq. (Unless exempt)

8. Does not participate In the use of forced labor of ethnic Uyghurs as described in A.RS. § 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. CTR079410 The effective date or 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

Sollcilation No: BPM007111 Available online at https://app.az.gov day of 20

Pamela Veal Manager

Proa.irement officer signature

Page 1 or 1

P.tv. 08/2025

11/12/2025

Docusign Envelope ID: 2E7E270A-629A-4D84-99B2-60A4271085F7

12 November 25

Rev. 03/2025

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P Phoenix, AZ 85007

INVITATION FOR BID

SOLICITATION NUMBER: BPM007111

DESCRIPTION: Vehicle Glass Replacement, Repair, Tinting and 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. §41-2533 and A.A.C. R2-7-B301 et seq., Competitive Sealed Bidding.

“An Equal Opportunity Agency”

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

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

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

https://app.az.gov/

TABLE OF CONTENTS

Solicitation No: BPM007111 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 8

Uniform Terms and Conditions 18

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 36

2 - Title VI/Non-Discrimination Assurances Appendix E 37

3 - ADOT Usage Report 38

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 Vehicle Glass Replacement, Repair, Tinting and Accessories.

2. Introduction and Background

2.1. The State of Arizona intends to establish a Statewide contract for Vehicle Glass Replacement, Repair, Tinting and Accessories.

3. General Requirements

3.1. The Contractor shall have support mechanisms in place to support multiple agencies to meet the requirements of the contract in any or all of the following categories. Contractors are not required to provide service in every region or county to be considered for award.

3.1.1. Category One: Contractor Facility Repair (Vehicle Glass Repair or Replacement)

3.1.2. Category Two: Mobile Repair (Vehicle Glass Repair or Replacement)

3.1.3. Category Three: Tinting Services

3.2. Applicable standards include but are not limited to the following:

3.2.1. American National Standards Institute (ANSI) https://ansi.org

3.2.2. Auto Glass Replacement Safety Standards Council (ARGSS)https://agrss.com

3.2.3. National Highway Traffic Safety Administration (NHTSA

https://www.nhtsa.gov/cars/rules/standards

3.2.4. Federal Motor Vehicle Safety Standards (FMVSS)

3.2.5. ANSI/AGRSS 002-2002 Automotive Glass Replacement Safety Standard

3.2.6. ANSI 226.1 version currently incorporated in FMVSS 205

3.2.7. Federal Motor Vehicle Safety Standard 111 2)

3.2.8. Federal Motor Vehicle Safety Standard 205 2)

3.2.9. Federal Motor Vehicle Safety Standard 208 2)

3.2.10. Federal Motor Vehicle Safety Standard 212 2)

3.2.11. Federal Motor Vehicle Safety Standard 216

3.2.12. All other applicable FMVSS standard

3.3. The Contractor must have the ability to ensure acceptable performance under a statewide contract including the ability to create and manage numerous individual accounts for order placement, billing and reporting purposes and the ability to provide a full range of products, materials, parts, and service for each category offered in order to meet the demands of all eligible agencies. This includes the ability to resolve customer disputes and handle multiple communications from Eligible agencies.

3.4. Ordering Capabilities. The Contractor must have the ability to handle electronic, P-Card, hard copy, and phone orders as described within this solicitation.

https://ansi.org/ https://agrss.com/ https://www.nhtsa.gov/cars/rules/standards

3.5. Service Hours and Response Times. Contractor(s) shall have personnel and existing service facilities or mobile repair units capable of providing all glass replacement and /or repair service.

3.5.1. In the event that an eligible agency has a disabled vehicle requiring immediate servicing (e.g law enforcement cruisers, primary service vehicles) and the contractor(s) is unable to respond within a mutually agreed upon time frame: the eligible agency reserves the right to seek another source so as not to permit expensive and/or excessive equipment downtime.

3.5.2. Services for certain agencies may require repairs or replacement occurring at an employee's residence (e.g. enforcement cruisers and primary service vehicles)

4. Specific Requirements

4.1. Installation Vehicle Glass:

4.1.1. The contractor is responsible for the disposal of all damaged glass removed from the vehicle. Glass disposal must be done in accordance with all applicable federal, state and local statues, codes and ordinances. Disposal of damaged glass in Eligible Agencies' trash receptacles is prohibited.

4.1.2. The glass products shall meet the requirements of ANSIZ26 as required by FMVSS 205.

4.1.3. The Contractor shall replace all mechanical fastened vehicle glass parts according to OEM specifications.

4.1.4. The Contractor shall verify that glass parts, including custom cut parts are marked in compliance with certification requirements.

4.1.5. The Contractor shall install external and internal mirrors that meet or exceed the OEM specifications.

4.1.6. When OEM retention systems are modified, the Contractor shall use the most current retention system unless otherwise specified by the OEM.

4.1.7. The Contractor shall promptly report product failure to manufacturer or supplier and eligible agency when detected.

4.1.8. The Contractor shall ensure to not introduce any chemical agents or utilize any installation practice that could affect the glass retention system adversely.

4.1.9. The Contractor shall use a polyurethane adhesive binding system on the OEM gasket.

4.1.10. The Contractor shall recalibrate Advanced Driver Assistance Safety Systems

4.1.11. The Contractor shall use a compatible polyurethane adhesive on a rubber gasket for air or water leaks and not silicone or butyl.

4.2. Factory Replacement Mirrors: The Contractor may but is not required to offer replacement mirrors for light and heavy duty vehicles/equipment under this contract. This includes interior mirrors and/or exterior mirrors (i.e. side and rear view mirrors). Both OEM and OEM equivalent mirrors may be made available under this contract.

4.3. Non OEM Supported Replacements: The Contractor must have the ability to replace glass that may no longer be supported by the manufacturer at locations throughout the State. The cost of this service will be billed at the cost of the glass along with an all-inclusive hourly rate covering the contractor's cost of measuring, cutting, tempering, and installing the glass.

4.4. Chip repair: The Contractor must be able to provide chip repair on various vehicle glass.

4.5. Off Road/Heavy Equipment Glass Replacement

4.5.1. The Contractor may but is not required to offer the ability to replace glass on off road construction or farm equipment. The Contractor may be requested to provide cutting and installation of glass the State has previously purchased from existing State OEM contracts. In the event that the Contractor breaks the glass during cutting or installation and the breakage was due to no fault of the State or defect in the glass, the Contractor will be responsible for replacing that particular piece of glass at no cost to the State. Laminate will be priced per square foot on pricing sheet omitting travel costs.

4.5.2. In the event that the contractor does not have the glass in stock but is available from an OEM dealership, the contractor must purchase the glass from the OEM dealership at the contracted price.

4.6. Category One and Category Two: Facilities and Mobile Repair

4.6.1. Vehicle Assessment before Replacement: Prior to any vehicle glass replacement, assess any and all conditions that would compromise the retention system after a glass replacement and agree not to replace the glass if these conditions exist. The Contractor must notify the eligible agency when any condition exists that would compromise the retention system/windshield replacement.

4.6.2. Selection of Glass and Retention Systems: Glass and retention systems provided under this contract must meet, as minimum the following requirements:

4.6.2.1. Retention systems must be produced under documented quality assurance standards.

4.6.2.2. Glass products must meet the requirements of ANSI Z26.1 as required by

FMVSS 205

4.6.2.3. Contractor must use OEM and /or equivalent retention system according to OEM application instructions

4.6.2.4. Contractor must use products that have printed expiration dates when applicable

4.6.3. Adhesive Bonded Installation Requirements: The following requirements must be met when adhesive bonding is used. The Contractor shall:

4.6.3.1 Follow adhesive manufacturer's application instructions.

4.6.3.2. Store and control products according to manufacturer's requirements.

4.6.3.3. Use a retention system that will achieve minimum drive-away strength by the time the vehicle may be reasonably be expected to be operated.

4.6.3.4. Notify the eligible agency of the minimum drive away time.

4.6.3.5. Apply the adhesive bead so it will meet or exceed original equipment configuration.

4.6.3.6. Use polyurethane or an equivalent system with every stationary glass installation unless it is in conflict with current OEM specifications.

4.6.3.7. Trace/track adhesive lot numbers and part numbers back to each particular job.

(Note: This requires recording this information either manually or by entering the required information through a Point of Sale system).

4.6.3.8. Use only products that remain within the printed expiration date, open shelf life and/or active shelf life.

4.6.3.9. Replace all supplemental mechanical glass retention devices to meet OEM specifications.

4.6.3.10. Notify the vehicle eligible agency when inappropriate replacement materials or methods are detected.

4.6.3.11. Correct any inappropriate glass installation by removing any and all inappropriate.

materials, correcting any and all adverse glass installation related conditions and use appropriate methods.

4.6.3.12. Use compatible polyurethane when sealing air or water leaks within an existing polyurethane retention system and not use silicone or butyl.

4.6.3.13. Use only full cut method when removing and replacing a polyurethane retention system.

4.6.4. Materials: All materials utilized in the performance of this contract shall be either Original

Equipment Manufacturer (OEM) or equivalent to OEM materials. Materials must comply with all applicable federal, state, and local laws, regulations and standards for quality, safety, environmental and structural requirements set forth by applicable Federal, State and local regulatory agencies, the National Automotive Industry and all other governing authorities.

4.7. Category 3 Tinting: This Contract includes providing replacement glass that is pre-tinted from the manufacturer along with tinting services. The following are requirements when providing these services.

4.7.1. Replacement Glass – The tint of all replacement or repaired glass must match the OEM tint of the original glass as close as possible.

4.7.2. After-Market Tinting Services – The Contractors must have the ability to provide after-market tinting services on vehicle/equipment. Tinting under this contract must have a lifetime warranty for workmanship and material defects. All tinting services provided shall comply with all Federal, State and local municipal laws, codes and statutes.

4.7.3. Tinting may be requested for an entire vehicle or for individual windows. The contractor shall provide pricing on a per window and a per vehicle basis.

4.7.4. Contractor must have Security Film Tint available (bullet resistant).

4.7.5. The Department of Public Safety may require tinting that is darker than permitted by municipal codes or statute on certain vehicles. DPS shall provide the contractor the appropriate documentation indicating the vehicle is exempt from these codes and statutes prior to these services being performed.

5. Contractor’s Responsibilities

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

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

6. Department’s Responsibilities

6.1. The eligible agency shall not unreasonably withhold acceptance.

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

P Card Surcharges (if applicable)

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

16.1 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.

16.1.1 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.

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

16.2 Minimum Scope and Limits of Insurance

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

16.2.1 Commercial General Liability (CGL) – Occurrence Form

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

General Aggregate $2,000,000

Products – Completed Operations Aggregate $1,000,000

Personal and Advertising Injury $1,000,000

Damage to Rented Premises $50,000

Each Occurrence $1,000,000

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

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

16.2.2 Business Automobile Liability

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

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

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

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

16.2.3 Workers’ Compensation and Employers’ Liability

Workers' Compensation Statutory

Employers' Liability o Each Accident $1,000,000 o Disease – Each Employee $1,000,000 o Disease – Policy Limit $1,000,000

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

b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor).

16.3 Additional Insurance Requirements

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

16.3.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded the

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

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

16.4 Notice of Cancellation

Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

16.5 Acceptability of Insurers

Contractor’s insurance shall be placed with companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of not less than A- VII. The State of Arizona in no way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency.

16.6 Verification of Coverage

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

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

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

16.6.3 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.

16.7 Subcontractors

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

16.8 Approval and Modifications

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

16.9 Exceptions

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

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

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.

https://app.az.gov/ https://spointra.az.gov/resources/procurement-regulations https://spo.az.gov/ https://spo.az.gov/suppliers/usage-reporting

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

Usage report quarters shall be defined as follows:

January through March – Report due April 30

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. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

3.7. Continuous Improvement. Contractor shall recommend continuous improvements on an on-going basis in relation to any Materials and Services offered under the Contract, with a view to reducing State costs and improving the quality and efficiency of the provision of

Materials or Services. State may require Contractor to engage in continuous improvements throughout the term of the Contract.

3.8. Other Contractors. State may undertake on its own or award other contracts to the same or other suppliers for additional or related work. In such cases, the Contractor shall cooperate fully with State employees and such other suppliers and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the related work by others.

Where the Contract requires handing-off Contractor’s work to others, Contractor shall cooperate as State instructs regarding the…