CTR079652_Contract_Documents.pdf

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ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson Street

Phoenix, AZ 85007

Solicitation Amendment Summary SOLICITATION NO.: BPM007253 AMENDMENT NO.: One(1) DESCRIPTION: Cold Mix Products

Rev. 03/2025

Pursuant to the Uniform Instructions to Offerors, Item B.6, Solicitation Amendments, the above referenced solicitation shall be amended as follows:

1. Solicitation due date and time has been extended to Friday, November21, 2025 at 3:00 PM, Arizona MST Time.

2. Line Items

Contractor shall put the total cost of their bid from the pricing sheet into Line Item One (1) in the Items tab in the Arizona Procurement Portal (APP)

3. All other terms, conditions and provisions of this solicitation remain unchanged.

Rev. 03/2025

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

INVITATION FOR BID

SOLICITATION NUMBER: BPM007253

DESCRIPTION: Cold Mix Products

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.

Stacy Wiesner Procurement Officer Phone: 602.712.6939 Email: swiesner@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.

TABLE OF CONTENTS

Solicitation No: BPM007253 Available online at https://app.az.gov/

SECTION PAGE

Notice 1

Table of Contents 2

Specifications 3

Special Terms and Conditions 12

Uniform Terms and Conditions 22

EXHIBITS

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

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

3 - ADOT Maintenance Boundaries 41

4 - ADOT Maintenance Unit Locations 42

5 – Vendor Performance Report 44

6 - Quarterly Usage Report 45

SPECIFICATIONS

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 Asphaltic Concrete, Cold Mix, for Plant Pick Up and Delivery Services.

2. Introduction and Background

2.1. The Department intends to establish a term contract to provide Cold Mix Products throughout the State of Arizona.

2.2. The Contractor shall provide all the necessary personnel, tools, equipment, materials and supplies in accordance with the specifications described herein, to include all contract reporting.

3. General Requirements

3.1. The Contractor shall ensure that the cold mix material keeps its consistency per the specifications upon pick up or delivery for each location requesting the material.

3.2. Materials shall be tested for gradation compliance at the Department’s discretion.

3.3. The materials picked up or delivered under this contract shall conform to all applicable State, Federal, and local requirements.

3.4. All materials to perform per the specifications stated herein and to the most current version of the following:

ADOT Standard Specifications for Road and Bridge Construction, current Edition, including errata and addenda:

https://azdot.gov/business/contracts-and-specifications/specifications-pay-items-list

American Association of State Highway and Transportation (AASHTO) https://transportation.org/

Occupation Safety and Health Administration (OSHA) http://www.osha.gov

American Society of Testing Materials (ASTM) http://www.astm.org/

Pit Clearance from ADOT Environmental Services at 602.712.7767 https://azdot.gov/business/environmental-planning/material-source-guidance

3.4.1. All sources of mineral aggregate (i.e. stone, gravel, cinders, sand, etc.) must be approved in accordance with Section 1001 of the Arizona Department of Transportation Standard Specifications for Road and Bridge Construction, current Edition, including errata and addenda. This includes the submission and approval of an environmental analysis prepared in accordance with Subsection 104.12.

3.4.2. If the Department determines that the proposed use will have a major adverse impact on cultural or historic resources, the Department will not allow the use of the source.

3.5. Work Locations

3.5.1. The work under this contract shall occur statewide. Refer to Exhibit 3, ADOT

Maintenance Boundaries and Exhibit 4, ADOT Maintenance Unit Locations.

3.5.2. Some work areas may be located in Native American Tribal Communities. The Contractor shall adhere to all Tribal rules and regulations, including any labor requirements, taxes, licenses, permits or conditions that may be imposed by the Tribal community or reservation. Refer to Special Terms and Conditions, paragraph 25 “Licenses, Permits, Certifications”.

4. Specific Requirements

4.1. Mixture Requirements

4.1.1. Cold mix shall consist of furnishing all materials and mixing a mixture of aggregates and bituminous material in accordance with the details in these specifications.

4.1.2. Cold mix shall be freshly made material. Old or rejuvenated mixes shall not be acceptable.

4.1.3. The mixture requirements are shown below:

Specification Mixture Description

Binder Type Binder Content Aggregate Gradation

1 Dense Graded MC-800 5.5% ± 0.25% A

2 Dense Graded SC-800 5.5% ± 0.25% A

3 Fine Graded MC-250 6.0% ± 0.25% B

4 Coarse Graded MC-250 6.25% ± 0.25% C

5 Dense Graded MC-250 6.25% ± 0.25% A

Binder contents are based on the weight of the mineral aggregate after 25% solvent evaporation (by weight).

4.1.4. A Certificate of Compliance conforming to the requirements of Section 106.05 of the

Arizona Department of Transportation Standard Specifications for Road and Bridge Construction, current Edition, including errata and addenda shall be submitted for the cold mix utilized.

4.2. Binder Content Requirements

4.2.1. Binder content requirements are for the purpose of giving the Department the ability to increase the binder content to meet specific localized conditions or needs.

4.2.2. Binder contents shall be considered the standard for each mixture specification for bidding purposes. These binder contents are subject to change at the request of the Department when the material is ordered. In the event the binder content is changed by the Department, the mixture bid price will be adjusted to include the additional binder content adjustment offered on the price sheet.

4.3. Mineral Aggregate

4.3.1. Coase mineral aggregate shall consist of crushed gravel, crushed rock, or other approved inert materials with similar characteristics, or a combination thereof, conforming to the requirements of these specifications.

4.3.2. Fine mineral aggregate or blend material shall consist of natural sand or of sand prepared from rock; other approved inert materials, or a combination thereof, conforming to the requirements of these specifications.

4.3.3. The gradation will determine in accordance with the requirements of Arizona Test Method 201 and shall meet the appropriate requirements shown below:

Grading Limits for Mineral Aggregate

Percent Passing

Sieve Size Gradation A Gradation B Gradation C

1/2 Inch 100 100

3/8 Inch 100 95-100 90-100

No. 4 70-85

No. 8 45-70 54-62 45-53

No. 40 20-40 22-32 15-25

No. 100 5-15

No. 200 0-8 0-6 0-6

4.3.4. Tests on aggregate outlined below, other than abrasion, shall be performed on materials composited to the mixture gradation. Abrasion shall be performed separately on samples from each source of mineral aggregate. All sources shall meet the requirements for abrasion. Mineral aggregate shall meet the requirements shown below.

Mineral Aggregate Characteristics

Characteristics Test Method Requirement

Combined Bulk Specific Gravity Arizona Test Method 210 and

2.30 – 2.85

Sand Equivalent AASHTO T 176 Minimum 45

Fractured Coarse Aggregate Particles

Arizona Test Method 212 Minimum 50%

Loss on Abrasion AASHTO T 96 Max 9% at 100 rev Max 40% at 500 rev

4.4. Bituminous Material

4.4.1. Bituminous material shall conform to the requirements of the table shown below for the type and grade specified.

Bituminous Material Specifications

Type and Grade Specification

MC-250 AASHTO M82

MC-800 AASHTO M82

SC-800 ASTM D2026

4.4.2. Certificate of Analysis conforming to the requirements of Section 106.05 of the

Arizona Department of Transportation Standard Specifications for Road and Bridge Construction current Edition, including errata and addenda, shall be submitted for the bituminous material utilized.

4.5. Sampling and Testing

4.5.1. Sampling and testing of the materials or mixture for quality control purposes shall be the Contractor’s responsibility. The Department reserves the right to sample and test the materials and mixture when necessary to determine that the materials and mixture reasonably conform to the requirements specified herein.

4.6. Delivery

4.6.1. Delivery of all material under this contract shall occur from the nearest plant location to the specified maintenance location(s) and/or jobsite; refer to Exhibit 4 ADOT District Maintenance Unit Locations.

4.6.2. Deliveries may be made from one (1) hour after the requesting maintenance location opens, to one (1) hour before the maintenance location closes.

4.6.3. Delivery hours shall be mutually agreed upon at the time of order. It is the Contractor’s responsibility to verify working hours of the requesting maintenance yard prior to delivery.

4.6.4. The ADOT Maintenance Boundaries, Exhibit 3, corresponds with the approximate location of each maintenance unit on the ADOT Maintenance Unit Locations, Exhibit 4.

4.6.5. Delivery of the product must be completed within fourteen (14) calendar days after receipt of order (ARO).

4.6.6. The minimum ton requirement for delivery shall not be less than twenty one (21) tons.

4.6.7. A short load fee may only be applied when the minimum tonnage requirement for delivery services per order is not met. The short load fee will be a flat rate fee per order.

4.6.8. Orders delivered in split deliveries will NOT constitute authorization for the Department for short load fees. Short load fees may not be applied by the Contractor for split order deliveries.

4.6.9. The Contractor shall quote based on loaded miles to each maintenance yard and job site. Loaded miles are whenever the vehicle is carrying property for hire. Loaded miles do not include deadhead miles which are miles that vehicle travels empty going to load the property or travels empty between loads or travels empty when returning to home base after unloading the property hauled.

4.6.10. Each delivered load shall have a certified weight ticket and the cost shall be reflected in the unit cost of material. Weight tickets shall indicate the average moisture content and the gross, tare and new weight in pounds. Loads shall not exceed legal limits.

4.6.11. All tickets must be signed by the Department for payment to be processed.

4.7. Plant Pick Up

4.7.1. In lieu of delivery, the Department may pick up the material at their discretion with no minimum tonnage required. Plant pick shall be invoiced at the contracted material price and no other charges shall be invoiced to the Department.

4.7.2. Each load that is picked up by the Department shall have a certified weigh ticket, and the cost shall be reflected in the unit cost of material. Weight tickets shall indicate gross, tare and net weight in pounds. Loads shall not exceed legal limits.

4.8. Corrective Action

4.8.1. The Department shall notify the Contractor, verbally and in writing, of any deficiencies found within the contract limits and of the need for corrective action. If deficiencies are noted, a Vendor Performance Report, Exhibit 5, shall be completed and submitted to the Procurement Officer. A copy of the report will also be furnished to the Contractor.

4.8.2. The Contractor, at no cost to the Department, shall correct the deficiencies to the approval of the Department.

4.9. Equipment

4.9.1. The Contractor shall provide and maintain, during the entire period of this contract, equipment sufficient in number, operational condition and the 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. In case of an equipment failure, the Contractor has one (1) business day to resume operations.

4.9.2. The Contractor shall be solely responsible for any equipment breakdown repair cost associated with this service.

4.9.3. All vehicles/equipment must be maintained in good repair, appearance and conditions at all times.

4.9.4. The Contractor’s vehicles and mobile equipment shall be clearly marked with company name/or logo and a vehicle identification number.

4.9.5. All trucks used on ADOT projects will be purged (cleaned) prior to adding material to eliminate cross-contamination caused by mixing of incompatible products.

4.9.6. Vehicles utilized in this contract shall be equipped with amber rotating beacon lights mounted in such a manner as to be seen above the cab of the vehicle from any direction for a distance of five hundred (500’) feet when delivered to a jobsite.

4.9.7. The Contractor shall ensure that all vehicles/equipment utilized herein and within the Department Right-of-Way shall be equipped with a working backup alarm that is audible and distinctly distinguishable from other noise around the worksite.

4.9.8. All vehicles shall have effective communication with hands free capabilities, if applicable. Communication devices shall be fully operational and available for immediate use during all work operations.

4.9.9. The Department reserves the right to inspect equipment at any time and require the replacement of any that does not meet minimum serviceability standards. Equipment, machinery, component or system failures that affect the safe operation of any equipment shall be corrected prior to using the equipment.

4.10. Safety, Sanitary & Health Conditions

4.10.1. The Contractor shall notify the Department immediately of any incidents or conditions relative to public health or safety.

4.10.2. The Contractor shall provide and maintain in a neat and sanitary condition such accommodations for the use of the Contractor’s employees as may be necessary to comply with the requirements and regulations of the Arizona State Department of Health Services or other authorities having jurisdiction therein.

4.10.3. Contractor shall comply with all applicable laws and regulations governing safety, health and sanitation. 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 in surroundings or under conditions that are unsanitary, hazardous or dangerous to their health or safety.

4.10.4. All Contractor employees shall be in compliance with OSHA and all State, Federal, Tribal, and local regulatory agency requirements.

4.10.5. Contract specifications require all Contractor employees to wear OSHA approved hard hats, high visibility safety vests, steel toed footwear, and full length pants at all times while working within the Right-of-Way.

5. Contractor’s Responsibilities

5.1. General Requirements

5.1.1. The Contractor shall be responsible for verifying quantities prior to the start of any project. All changes must be approved by the Department prior to the start of work.

Any changes to the quantities and/or scope encountered once the project begins shall be immediately brought to the attention of the Department. The changes must be reviewed and approved before any additional and/or new work is done.

5.1.2. The Contractor shall comply with the Social Security Act, Workers’ Compensation laws, and Unemployment laws of the State of Arizona, as well as all State, local and Federal legislation, rules and regulations associated with maintenance and construction relevant to the Contractor’s business.

5.1.3. The Contractor shall perform operations in such a manner that damage is not inflicted to existing grounds, utilities, highway milepost markers, signs, delineators or other structures.

5.1.4. The Contractor shall repair or replace any highway property damaged by work operations at their own expense and as directed by the Department.

5.1.5. Damage to stop signs, yield signs, railroad crossing or other regulatory signs shall be reported to the Department and the District Regional Signing and Striping Supervisor immediately. Immediate is considered to be within one (1) hour of occurrence.

Damage to delineators shall be repaired within forty-eight (48) hours of occurrence.

5.1.6. The Contractor shall notify the Department and Procurement Officer of any changes to the plant locations, identified in the Product Pricing and Plant Location Attachment, for the purposes of:

Changes to locations – any new plant opening, addition, acquisition, joint venture, merger and or dissolution or closure of Contractor’s plant locations.

Changes shall be incorporated by Contract Amendment.

Changes affecting the supply of materials.

Contractor’s plant location(s) shall include neighboring states and counties closest to ADOT Maintenance Districts or work locations.

5.2. Contractor’s Employees

5.2.1. The Contractor shall provide mentally alert, physically fit, adequately trained and qualified employees to ensure contracted services progress in a safe, orderly and timely manner. The Contractor shall provide an adequate number of qualified and experienced employees to complete the work as requested.

5.2.2. All persons engaged in the performance of work under this contract shall be, unless otherwise approved by the Department, direct bona fide employees of the Contractor and shall not be leased employees, subcontractors, or independent Contractors. The Department may require verification of the nature of employment of the employees.

This requirement is not intended to preclude the Contractor’s use of subcontractors for specialty services.

5.2.3. All Contractors’ employees shall be in compliance with all OSHA and other State, Federal and local regulatory agency requirements.

5.2.4. Employees shall be neat, clean and appropriately dressed in an approved, clean uniform with an identification badge or patch that contains the Contractor’s name and employees name, at all times while on duty. The identification badge shall be worn on the outer garment.

5.2.5. Due to the nature of the work performed, Contractor employees in a particular sense will represent the State to the motoring public. Employees shall treat motorists in a friendly, courteous manner. Employees should keep well informed on local road conditions, detours, points of interest, and services available, but shall refrain from recommending any retail service over another.

5.2.6. All Contractors’ employees shall take all necessary operational and safety precautions during the performance of services to prevent accidents from occurring. Contractor shall ensure all of its employees are properly licensed to operate Contractor’s equipment and are properly trained in its use.

5.3. Language Requirement

5.3.1. The Contractor’s personnel as deemed necessary by the Department must be literate and fluent in the English language. This is not meant to require that all Contractors’ personnel speak, read and write English. This requirement is necessary due to the following reasons that include but are not limited to:

Warnings of emergencies and hazards Preparation of reports Communication with Department personnel

5.3.2. Due to the significance of the above listed reasons, the English requirement is being made with the intent that communications between the Contractor representative and Department and between the Contractor and the public will be understood.

5.4. Suspension of Work

5.4.1. The Contractor shall suspend operations if weather or road conditions are such that services cannot be carried out in a safe, effective manner or will pose an environmental hazard. If such suspension occurs, the Contractor shall immediately notify the Department.

6. Department’s Responsibilities

6.1. Acts of Nature

6.1.1. The Department will be responsible for all damage caused by acts of nature. If the damage is so severe that extended closure of the roadway is necessary, the Contractor’s duties and compensation may be suspended for the closure period.

6.2. Inspection

6.2.1. The Department shall perform periodic inspections to ascertain the Contractor’s compliance with contract requirements.

6.3. Suspension of Work

6.3.1. The Department may suspend work operations at any time, when in their judgment, present or impending weather conditions are such that the work cannot be carried out in a safe and effective manner.

6.3.2. The Department shall immediately suspend operations when work performance is observed in violation of safety rules, regulations or practices.

6.3.3. Violations of safety rules, regulations or practices may be considered grounds for termination of the contract.

SPECIAL TERMS AND CONDITIONS

1. Contract Term

The term of any resultant contract shall commence on the effective day of award and shall continue for a period of twelve months (12) thereafter, unless terminated, canceled or extended as otherwise provided herein.

2. Contract Extension

By mutual written contract amendment, any resultant contract may be extended for supplemental periods of up to a maximum of forty-eight (48) months.

3. Eligible Agencies

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

4. Non-Exclusive Contract

This contract shall be for the sole convenience of the Department. The Department reserves the right to obtain like goods and 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. Shipping Terms

Delivery shall be F.O.B. Destination to the location designated herein. Contractor shall retain title and control of all goods until they are delivered. All risk of transportation and related charges shall be the responsibility of the Contractor. All claims for visible or concealed damage shall be filed by the Contractor. The Department will notify the Contractor promptly of any damaged goods and shall assist the Contractor in arranging for inspection.

7. Delivery

Deliveries shall be completed in accordance with the requirements of the contract.

Delivery of the product does not constitute acceptance.

8. Inspection and Acceptance

Each item delivered shall be subject to a complete inspection by the Department within five (5) days after delivery. Inspection criteria shall include, but not be limited to, conformity to the specifications, workmanship, quality and materials.

If the delivered product is not accepted and returned for corrective action, an additional fifteen

(15) calendar days shall be allowed for inspection of the corrected or replacement product.

The Contractor shall be responsible for the transport of the material to and from the

Department for the correction of items or workmanship not in compliance with the specifications.

Product returned for the corrective action may delay payment. Invoices will be processed for payment only after the product is accepted.

9. Invoicing and Payment

Separate invoices are required for each shipment of product or 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 for the purchase of product within thirty (30) calendar days after the Department has conducted the necessary reviews, inspections and acceptance as described herein.

The Department acceptance date will 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.

10. 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.

11. Price Reduction

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

12. 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 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.

13. Bituminous Price Adjustment

The term “Bituminous Material” as used herein shall include asphalt cement, liquid asphalt and emulsified asphalt.

Liquid asphalt prices shall be adjusted monthly, in accordance with the “Price Adjustment for

Bituminous Material” index published by Contracts and Specifications Services Section published by the Asphalt Weekly Monitor, a publication of Poten & Partners, Inc. Price changes shall only be effective after a change order in the Procurement Portal (APP) has been applied. All price changes will be effective the 1st of the month.

The tons of bituminous material incorporated in Cold Mix to which an adjustment will be applicable will be considered to equal (6.3%) percent of the quantity, measured in tons, of Asphaltic Concrete (Cold Mix), regardless of the actual percentage of bituminous material incorporated into the mix. Determination of the eligible quantities of bituminous material will be based on the calculations as listed below for MC800, SC800, and MC250 Cold mix. Eligible Adjustment “Base Price” +/- “Adjustment for Bituminous Material” index published by Contractors and Specifications Services Section, published by the Asphalt Weekly Monitor, a publication of Poten & Partners, Inc.” = Difference X 6.3% - Eligible Price Adjustment.

No additional compensation will be made for any additional or increase charges, costs, expenses, taxes, etc. which the Contractor may have incurred since the time of bidding and which may be the result of any increase in the “initial cost” of the bituminous material.

14. Safety Standards

Items supplied under this contract shall comply with all current applicable safety standards and regulations including the Occupational Safety and Health Standards of the State of Arizona Industrial Commission, the National Electric Code and the National Fire Protection Association Standards.

15. Warranty

The Contractor warrants:

1. That all services performed hereunder shall conform to the requirements of this contract and shall be performed by qualified personnel in accordance with the highest professional standards.

2. That all items furnished hereunder shall conform to the requirements of this contract and shall be free from defects in design materials and workmanship. Any defects of design, workmanship or materials shall be fully corrected by the Contractor (including parts and labor) without cost to the Department.

3. The warranty period on workmanship and materials shall be based on a minimum of twelve

(12) months from the time of acceptance by the Department.

16. Current Products

All products supplied under this contract shall be in current and ongoing production; shall have been formally announced for general marketing purposes; shall be a model or type currently functioning in a user (paying customer) environment and capable of meeting or exceeding all specifications and requirements set forth in the contract.

17. Product Discontinuance

In the event that a product or model is discontinued by the manufacturer, the Department at its sole discretion may allow the Contractor to provide a substitute for the discontinued item. The Contractor shall request authorization to substitute a new product or model and provide the following:

1. A formal announcement from the manufacturer that the product or model has been discontinued.

2. Documentation from the manufacturer that names the replacement product or model.

3. Documentation that provides clear and convincing evidence that the replacement meets or exceeds all specifications required by the original solicitation.

4. Documentation that provides clear and convincing evidence that the replacement will be compatible with all the functions or uses of the discontinued product or model.

5. Documentation confirming that the price for the replacement is the same as or less than the discontinued product or model.

18. Contract Administration

The Contractor shall contact the assigned Procurement Officer for guidance or direction in matters of contract interpretation or questions regarding the terms, conditions or scope of the contract.

19. 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.

20. 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 strange 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.”

21. 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 subcontractor(s) is/are an agency, board commission or university of the State of Arizona.

22. Insurance

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

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.

A. Minimum Scope and Limits of Insurance

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

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.

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.

3. Workers’ Compensation and Employers’ Liability

Workers’ Compensation Statutory

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

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

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

B. Additional Insurance Requirements

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

a. 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).

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

C. 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 (3) 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 Arizona Department of Transportation, Procurement Group, 1655 W. Jackson Street, Phoenix, Arizona 85007-3276.

D. 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 form potential insurer insolvency.

E. 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.

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.

2. Each insurance policy required by this contract must 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.

3. All certificates required by this contract shall be sent directly to the Department. The certificate shall state that the insurance applies to any and all work performed for or on behalf of the State of Arizona/ADOT. The State of Arizona reserves the right to require complete copies of all insurance policies required by this contract at any time.

F. Subcontractors

Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or

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

G. 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.

H. 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.

23. Subcontractors

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.

The Contractor agrees that, once assigned to work under this contract, subcontractors shall not be removed or replaced without written notice to the Procurement Officer. The Contractor shall immediately notify the Procurement Officer of subcontractor changes. Replacement subcontractors shall have substantially similar qualifications and experience. All subcontractor changes are subject to the written concurrence of the Procurement Officer prior to any billable work being performed.

24. Removal of Contractor’s Employees

The Contractor agrees to utilize only experienced, responsible and capable personnel in the performance of the work. The Department may require that the Contractor remove from the job covered by this contract, employees who endanger person or property or whose continued employment under the contract is inconsistent with the interest of the Department.

25. 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.

26. Usage Reports

The Contractor shall furnish the Department a quarterly report showing purchasing activity under this contract. This usage report shall be provided in a form substantially equivalent to the Exhibit 6. Usage reports shall be submitted to the Procurement Officer no later than 30 days after the end of each quarter.

Usage…