HomeMy WebLinkAboutC2023-069 - Roadsafe Traffic Systems1
Contract No. 2023-069
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ROADSAFE TRAFFIC SYSTEMS, INC.
THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into upon execution, between the Town of Fountain Hills, an Arizona municipal corporation (the
“Town”), and Roadsafe Traffic System, Inc., a(n) Delaware corporation (the “Contractor”).
RECITALS
A. After a competitive procurement process, Maricopa County (“County”) entered into
Contract No. 230043-S, dated January 19, 2023, (collectively, the “County Contract”) for the
Contractor to provide Temporary Traffic Control Solutions Services. A copy of the County
Contract is incorporated herein by reference, to the extent not inconsistent with this Agreement.
B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make
purchases under the County Contract, at its discretion and with the agreement of the awarded
Contractor, and the County Contract permits its cooperative use by other public entities, including
the Town.
C. The Town and the Contractor desire to enter into this Agreement for the purpose of
(i) acknowledging their cooperative contractual relationship under the County Contract and this
Agreement, (ii) establishing the terms and conditions by which the Contractor may provide the
Town with Temporary Traffic Control Solutions Services (the “Materials and Services”), and (iii)
setting the maximum aggregate amount to be expended pursuant to this Agreement related to the
Materials and Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Contractor hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date of execution
and shall remain in full force and effect until January 31, 2024 (the “Initial Term”), unless
terminated as otherwise provided in this Agreement or the County Contract. After the expiration
of the Initial Term, this Agreement may be renewed for up to four successive one-year terms (the
“Renewal Term”) if: (i) it is deemed in the best interests of the Town, subject to availability and
appropriation of funds for renewal in each subsequent year, (ii) the term of the County Contract
has not expired or has been extended, (iii) at least 30 days prior to the end of the then-current term
of this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional
one-year term and (iv) the Town approves the additional one-year term in writing (including any
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price adjustments approved as part of the County Contract), as evidenced by the Town Manager’s
signature thereon, which approval may be withheld by the Town for any reason. The Contractor’s
failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of
the then-current term of this Agreement; provided, however, that the Town may, at its discretion
and with the agreement of the Contractor, elect to waive this requirement and renew this
Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the
“Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and
effect.
2. Scope of Work. This is an indefinite quantity and indefinite delivery Agreement for
Materials and Services under the terms and conditions of the County Contract. The Town does not
guarantee that any minimum or maximum number of purchases will be made pursuant to this
Agreement. Purchases will only be made when the Town identifies a need and proper authorization
and documentation have been approved. For purchase(s) determined by the Town to be appropriate
for this Agreement, the Contractor shall provide the Materials and Services to the Town in such
quantities and configurations agreed upon between the parties, in a written invoice, quote, work
order or other form of written agreement describing the work to be completed (each, a “Work
Order”). Each Work Order approved and accepted by the parties pursuant to this Agreement shall
(i) contain a reference to this Agreement and the County Contract and (ii) be attached hereto as
Exhibit A and incorporated herein by reference. Work Orders submitted without referencing this
Agreement and the County Contract will be subject to rejection.
2.1 Inspection; Acceptance. All Materials and Services are subject to final
inspection and acceptance by the Town. Materials failing to conform to the requirements of this
Agreement and/or the County Contract will be held at Contractor’s risk and may be returned to the
Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of a
non-conforming Materials or Services, the Town may elect to do any or all of the following by
written notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or
(iii) bring the Materials or Services into compliance and withhold the cost of same from any
payments due to the Contractor.
2.2 Cancellation. The Town reserves the right to cancel Work Orders within a
reasonable period of time after issuance. Should a Work Order be canceled, the Town agrees to
reimburse the Contractor, but only for actual and documentable costs incurred by the Contractor
due to and after issuance of the Work Order. The Town will not reimburse the Contractor for any
costs incurred after receipt of Town notice of cancellation, or for lost profits, shipment of product
prior to issuance of Work Order or for anything not expressly permitted pursuant to this Agreement.
3. Compensation. The Town shall pay Contractor for an amount not to exceed $50,000
per term, for an aggregate amount not to exceed $250,000, for the Materials and Services at the
rates that shall be agreed upon by the parties. The aggregate amount per renewal term shall not
exceed $50,000 in any case unless the Agreement is affirmed and ratified via an executed
amendment. All remaining terms and conditions of the Agreement shall remain in full force and
effect.
4. Payments. The Town shall pay the Contractor monthly (and the Contractor shall
invoice monthly), based upon acceptance and delivery of Materials and/or Services performed and
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completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a
reference to this Agreement and the County Contract and (ii) document and itemize all work
completed to date. The invoice statement shall include a record of materials delivered, time
expended, and work performed in sufficient detail to justify payment. Additionally, invoices
submitted without referencing this Agreement and the County Contract will be subject to rejection
and may be returned.
5. Records and Audit Rights. To ensure that the Contractor and its subcontractors are
complying with the warranty under Section 6 below, Contractor’s and its subcontractors’ books,
records, correspondence, accounting procedures and practices, and any other supporting evidence
relating to this Agreement, including the papers of any Contractor and its subcontractors’
employees who perform any work or services pursuant to this Agreement (all of the foregoing
hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or
reproduction during normal working hours by the Town, to the extent necessary to adequately
permit evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona
employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to
audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights
to keep such Records confidential. For the purpose of evaluating or verifying such actual or
claimed costs or units expended, the Town shall have access to said Records, even if located at its
subcontractors’ facilities, from the effective date of this Agreement for the duration of the work
and until three years after the date of final payment by the Town to Contractor pursuant to this
Agreement. Contractor and its subcontractors shall provide the Town with adequate and
appropriate workspace so that the Town can conduct audits in compliance with the provisions of
this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of
intended audits. Contractor shall require its subcontractors to comply with the provisions of this
Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
6. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-
4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws
and regulations that relate to their employees and their compliance with the E-verify requirements
under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractors’ failure to comply with
such warranty shall be deemed a material breach of this Agreement and may result in the
termination of this Agreement by the Town.
7. Israel. Contractor certifies that it is not currently engaged in and agrees for the
duration of this Agreement that it will not engage in a “boycott,” as that term is defined in ARIZ.
REV. STAT. § 35-393, of Israel.
8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to
ARIZ. REV. STAT. § 38-511.
9. Applicable Law; Venue. This Agreement shall be governed by the laws of the State
of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa
County, Arizona.
10. Agreement Subject to Appropriation. The Town is obligated only to pay its
obligations set forth in this Agreement as may lawfully be made from funds appropriated and
budgeted for that purpose during the Town’s then current fiscal year. The Town’s obligations
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under this Agreement are current expenses subject to the “budget law” and the unfettered
legislative discretion of the Town concerning budgeted purposes and appropriation of funds.
Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this
Agreement shall be deemed terminated at the end of the then-current fiscal year term for which
such funds were appropriated and budgeted for such purpose and the Town shall be relieved of
any subsequent obligation under this Agreement. The parties agree that the Town has no obligation
or duty of good faith to budget or appropriate the payment of the Town’s obligations set forth in
this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement
is executed and delivered. The Town shall be the sole judge and authority in determining the
availability of funds for its obligations under this Agreement. The Town shall keep Contractor
informed as to the availability of funds for this Agreement. The obligation of the Town to make
any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town.
Contractor hereby waives any and all rights to bring any claim against the Town from or relating
in any way to the Town’s termination of this Agreement pursuant to this section.
11. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among
the terms of this Agreement, any Town-approved work orders, the County Contract, and invoices,
the documents shall govern in the order listed herein. Notwithstanding the foregoing, and in
conformity with Section 2 above, unauthorized exceptions, conditions, limitations or provisions in
conflict with the terms of this Agreement or the County Contract (collectively, the “Unauthorized
Conditions”), other than the Town’s project-specific requirements, are expressly declared void and
shall be of no force and effect. Acceptance by the Town of any work order or invoice containing
any such Unauthorized Conditions or failure to demand full compliance with the terms and
conditions set forth in this Agreement or under the County Contract shall not alter such terms and
conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements
and obligations in the performance of this Agreement.
12. Rights and Privileges. To the extent provided under the County Contract, the Town
shall be afforded all of the rights and privileges afforded to County and shall be “County” (as
defined in the County Contract) for the purposes of the portions of the County Contract that are
incorporated herein by reference.
13. Indemnification; Insurance. In addition to and in no way limiting the provisions set
forth in Section 12 above, the Town shall be afforded all of the insurance coverage and
indemnifications afforded to County to the extent provided under the County Contract, and such
insurance coverage and indemnifications shall inure and apply with equal effect to the Town under
this Agreement including, but not limited to, the Contractor’s obligation to provide the
indemnification and insurance. In any event, the Contractor shall indemnify, defend and hold
harmless the Town and each council member, officer, employee or agent thereof (the Town and
any such person being herein called an “Indemnified Party”), for, from and against any and all
losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable
attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified
Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such
Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the
negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work
or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the
performance of this Agreement.
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14. Laws and Regulations. Consultant shall keep fully informed and shall at all times
during the performance of its duties under this Agreement ensure that it and any person for whom
the Consultant is responsible abides by, and remains in compliance with, all rules, regulations,
ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A)
existing and future Town and County ordinances and regulations; (B) existing and future State and
Federal laws; and (C) existing and future Occupational Safety and Health Administration
standards.
15. Notices and Requests. Any notice or other communication required or permitted to
be given under this Agreement shall be in writing and shall be deemed to have been duly given if
(i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered
or certified, return receipt requested, to the address set forth below or (iii) given to a recognized
and reputable overnight delivery service, to the address set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Grady E. Miller, Town Manager
With copy to: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Aaron D. Arnson, Town Attorney
If to Contractor: Roasdsafe Traffic Systems, Inc.
3015 E. Illini St.
Phoenix, Arizona 85040
Attn: Bill Hengen
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received: (i) when delivered to the party, (ii) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (iii) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If a
copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing
the date on which a notice is deemed to have been received by a party shall mean and refer to the
date on which the party, and not its counsel or other recipient to which a copy of the notice may
be sent, is deemed to have received the notice.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first set forth above.
“Town”
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
Grady E. Miller, Town Manager
ATTEST:
Linda Mendenhall, Town Clerk
APPROVED AS TO FORM:
Aaron D. Arnson, Town Attorney
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
“Contractor/Vendor/Consultant”
____________________________________,
By:
Name:
Title:
Roadsafe Traffic System, Inc., a(n) Delaware corporation
Bill Hengen (Feb 6, 2023 08:32 MST)
Bill Hengen
Bill Hengen
Branch Manager
EXHIBIT A
TO
COOPERATIVE SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ROADSAFE TRAFFIC SYSTEMS, INC.
[County Contract]
See following pages.
SERIAL 230043-S TEMPORARY TRAFFIC CONTROL SERVICES
DATE OF LAST REVISION: January 19, 2023 CONTRACT END DATE: January 31, 2024
CONTRACT PERIOD THROUGH JANUARY 31, 2024
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for TEMPORARY TRAFFIC CONTROL SERVICES
Attached to this letter is published an effective purchasing contract for products and/or services to be
supplied to Maricopa County activities as awarded by Maricopa County on January 19, 2023.
(Eff. 02/01/2023).
All purchases of products and/or services listed on the attached pages of this letter are to be obtained
from the vendor holding the contract. Individuals are responsible to the vendor for purchases made
outside of contracts. The contract period is indicated above.
LN/ia
Attach
Copy to: Office of Procurement Services
Doreen Toby, MCDOT
Tony Delsol, MCDOT
Suzi Williams, MCDOT
Amie Bristol, MCSO
Donna Sutherland, Parks and Recreation
Chris Simpson, Parks and Recreation
(Please remove Serial 180126-S from your contract notebooks)
SERIAL 230043-S
ROADSAFE TRAFFIC SYSTEMS, INC, 3015 E ILLINI ST, PHOENIX, AZ 85040
COMPANY NAME: Roadsafe Traffic Systems
DOING BUSINESS AS (dba): Roadsafe Traffic Systems
MAILING ADDRESS: 3015 E Illini St, Phoenix Arizona 85040
REMIT TO ADDRESS:
TELEPHONE NUMBER: 602-243-1218
FAX NUMBER: 6022433470
WWW ADDRESS: www.roadsafetraffic.com
REPRESENTATIVE NAME: Bill Hengen
REPRESENTATIVE TELEPHONE NUMBER: 602-243-1218
REPRESENTATIVE EMAIL ADDRESS bhengen@roadsafetraffic.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE
FROM THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
NET 30 DAYS
1st Call
SIGNS
Title Unit Price Qty UofM
Large Sign 48" x 48" (2304 Sq. In.) or Larger $1.75 1 day
Medium Sign 36" x 36"" (1296-2303 Sq. In.) $1.00 1 day
Small Sign 24" x 24" (576 -1295 Sq. In.) $0.75 1 day
WARNING LIGHTS (FLASHERS)
Title Unit Price Qty UofM
Type A Low Intensity Flashing warning light $0.35 1 day
Type B High Intensity Flashing warning light $1.00 1 day
Type C Low Intensity Steady Burn warning light $0.35 1 day
Type D 360 Degree Steady Burn warning light $3.50 1 day
BARRICADES, CONES, MISCELLANEOUS
Title Unit Price Qty UofM
Type I Barricade -Vertical Panel $0.65 1 day
Type II Barricade $0.65 1 day
Type III Barricade $1.00 1 day
Portable Sign Stand (spring stand) $1.50 1 day
Traffic Cone Non-Reflectorized 28" $0.65 1 day
Traffic Cone Reflectorized 28 Inches $0.75 1 day
Sand Bag $1.00 1 day
Flag $2.00 1 day
Arrow Boards $30.00 1 day
SERIAL 230043-S
ROADSAFE TRAFFIC SYSTEMS, INC
Temporary Traffic Barriers (Jersey Barriers) $0.25 1 linear foot
End Section(s) for above Barriers $285.00 1 day
Channelizing Drums $2.00 1 day
6 Foot Temporary Longitudinal Traffic Barriers water filled
(Jersey Type) $3.25 1 day
Portable Variable Message Signs Three-Line $60.00 1 day
Temporary Traffic Barriers (Installation/Removal) $60.00 1 foot
PILOT CAR RENTAL WITH DRIVER
Title Unit Price Qty UofM
Pilot Car w/Driver $65.00 1 hour
BARRICADE TRUCK RENTAL WITH DRIVER AND TRUCK MOUNTED ATTENUATOR
Title
Unit
Price Qty UofM
Barricade Truck w/Driver $65.00 1 hour
Truck Mounted Attenuator w/Driver $90.00 1 hour
HOURLY RATES: FLAGGER, TRAFFIC CONTROL TECHNICIAN, TRAFFIC SUPERVISOR
Title Unit Price Qty UofM
Flagger w/flagger paddle (Does not include truck) $44.00 1 hour
Traffic Control Technician Does not include truck $44.00 1 hour
PURCHASE AND INSTALLATION OF SUPPLIES
Title Unit Price Qty UofM
2-Way Double-faced chip seal road markers with double clear
protective cover $3.50 1 each
2-Way Raised Pavement Marker Blue (installed) $3.50 1 each
1-way Chip seal marker with double clear protective cover $3.50 1 each
MOBILIZATION AND DEMOBILIZATION (TRAVEL TIME)
Title Unit Price Qty UofM
Zone 1 $150.00 1 day
Zone 2 $250.00 1 day
Zone 3 $300.00 1 day
UNIFORMED OFF-DUTY OFFICERS/VEHICLE (MINIMUM 4 HOURS)
Title AZDPS MCSO Phoenix Mesa Glendale Gilbert Scottsdale
HOURLY RATE $126.00 $118.30 $94.60 $103.60 $100.80 $109.35 $107.80
OVERTIME
RATE $189.00 $177.45 $141.90 $155.40 $151.20 $164.03 $161.70
VEHICLE
HOURLY RATE $13.00 $13.00 $13.00 $13.00 $13.00 $13.00 $13.00
MILEAGE $0.55 $0.55 $0.55 $0.55 $0.55 $0.55 $0.55
SERIAL 230043-S
ROADSAFE TRAFFIC SYSTEMS, INC
Title Tempe Peoria Goodyear Wickenburg
Fountain
Hills Chandler Buckeye
HOURLY RATE $114.80 $107.80 $107.80 $107.80 $129.50 $118.80 $94.60
OVERTIME
RATE $172.20 $161.70 $161.70 $161.70 $194.25 $178.20 $141.90
VEHICLE
HOURLY RATE $13.00 $13.00 $13.00 $13.00 $13.00 $13.00 $13.00
MILEAGE $0.55 $0.55 $0.55 $0.55 $0.55 $0.55 $0.55
Title
El
Mirage Surprise Avondale
Gila
River AZ Parks
Small
Town
HOURLY RATE $94.60 $107.80 $94.60 $107.80 $126.00 $126.00
OVERTIME RATE $141.90 $161.70 $141.90 $161.70 $189.00 $189.00
VEHICLE HOURLY
RATE $13.00 $13.00 $13.00 $13.00 $13.00 $13.00
MILEAGE $0.55 $0.55 $0.55 $0.55 $0.55 $0.55
ATTACHMENT E - ZONES USED FOR SOLICITATION 230043-S
Zone 1 Phoenix metropolitan area out to Deer Valley Road to the north, Pima Road alignment to the east, Elliot
Road alignment to the south, Cotton Lane alignment to the west $150 Ea Day/Per Barricade Truck
w/Driver/Pilot Car w/Driver/Barrier Delivery Truck w/Driver
Zone 2 Deer Valley Alignment north to the county line, Pima Road alignment east to the county line, Elliot Road
south to the SR238 alignment and Cotton Lane alignment west to the 339th Avenue alignment $250 Ea
Day/Per Barricade Truck w/Driver/Pilot Car w/Driver/Barrier Delivery Truck w/Driver
Zone 3 West of 339th Avenue to the county line and South of SR238 to the county line. $300 Ea Day/Per
Barricade Truck w/Driver/Pilot Car w/Driver/Barrier Delivery Truck w/Driver
PRICING SHEET: NIGP CODE 96884
Terms: NET 30 DAYS
Vendor Number VC0000002511
Certificates of Insurance Required
Contract Period: To cover the period ending January 31, 2024.
01/26/2023January 27, 2023
SERIAL 230043-S
TEMPORARY TRAFFIC CONTROL SERVICES
1.0 INTENT
1.1 The intent of this solicitation is to establish a multi award contract for Temporary Traffic
Control Services. This pricing agreement is for providing personnel and equipment for on-
call barricade service in support of the Maricopa County Department of Transportation
(MCDOT) projects and other requests as needed. This service is to be authorized by
purchase order only. Certain related products shall be purchased on this contract.
1.2 Other governmental entities under agreement with Maricopa County (County) may have
access to services provided hereunder (see also Sections 3.9 and 3.10 below).
1.3 The County reserves the right to add additional contractors, at the County’s sole discretion,
in cases where the currently listed contractors are of an insufficient number or skill set to
satisfy the County’s needs or to ensure adequate competition on any project or task order
work.
1.4 County reserves the right to award this contract to multiple vendors. The County reserves
the right to award in whole or in part, by item or group of items, by section or geographic
area, or make multiple awards, where such action serves the County’s best interest.
2.0 SPECIFICATIONS
2.1 DESCRIPTION
The service shall consist of providing temporary traffic control services in support of County
maintenance and repair operations using contractor furnished equipment and labor on an
as needed basis. The contractor shall furnish all labor, materials, services, insurance and
equipment necessary for the delivery, placement, maintenance, removal of temporary
traffic control devices, as well as labor for temporary traffic control purposes as set forth in
these specifications.
2.2 TRAFFIC CONTROL MATERIAL AND LABOR
2.2.1 The specific layout and setup of traffic control shall be governed by these
specifications; Manual on Uniform Traffic Control Devices (MUTCD)
http:/mutcd.fhwa.dot.gov (see Section 2.5 - Reports below), and/or MCDOT pre-
approved traffic control plans.
2.2.1.1 The contractor shall be:
2.2.1.1.1 provided with contact personnel authorized to order
services.
2.2.1.1.2 furnished written documentation of specific projects and
expected dates of operation and shall respond within seven
calendar days to indicate their willingness to accept the
project.
2.2.1.1.3 responsible to prepare specific traffic plans, which shall be
approved in advance by MCDOT as requested in project
scoping phase. If the primary contractor is unwilling or
unable to accept the specific project, the project shall be
awarded to the secondary contractor. Changes in traffic
control plans or procedures may be authorized if substitute
method of operation and set up supporting work is approved
by MCDOT. The County may utilize typical traffic control
SERIAL 230043-S
plans during the term of this contract and such plans will be
designed by the contractor.
2.2.1.2 Mobilization & Demobilization (Travel Time)
There are three zones for mobilization and demobilization, this is
barricade truck operator driving time to and from job sites throughout
Maricopa County. The charge will be one time per day to include both
mobilization and demobilization. See Attachment E - Zones Used For
This Solicitation 230043-S.
2.2.2 The contractor’s leadman on projects shall be an American Traffic Safety Services
Association (ATSSA) Certified Traffic Control Technician. A list of certified
personnel shall be provided to the MCDOT representative prior to the beginning of
any project. (The contractor shall only utilize personnel who are certified.) Flaggers
shall be certified by International Motor Sports Association (IMSA), ATSSA, Local
Technical Assistance Program (LTAP) or other approved sources.
2.2.3 Existing signs conflicting with construction signing shall be covered. Centerline
vertical panels with appropriate "Keep Right" signing shall be installed if required
by MCDOT. Two sandbags shall be required on all portable signs and vertical
panels, if more may be required due to weather conditions, they will be provided
at no charge to the County.
2.2.4 The contractor shall pick up and remove signs, barricades, channels and other
devices within two hours of notification and all covered signs shall be restored.
2.2.5 The contractor shall maintain a daily log of all requests for service in support of
contractor invoicing and must be submitted no later than invoice date. The daily
log shall include name of requestor, date, time, and the required action to include:
2.2.5.1 Initial requests for signing.
2.2.5.2 Any additions or changes in signing.
2.2.5.3 The road segment being signed and type of traffic control setup.
2.2.6 The contractor shall inspect and maintain all contractor installed portable traffic
control devices on an as needed basis. More frequent intervals of inspection and
maintenance shall be made during periods of high winds or in areas where there
is a continuing problem in maintaining the signs. Reports of all inspections with
deficiencies shall be required and reported daily to the MCDOT representative.
2.2.7 The contractor shall provide qualified supervision of all crews during the
performance of the service. Supervisors and flaggers/laborers must be able to
converse in the English language and shall be authorized by the contractor to
receive and carry out directives issued by the MCDOT.
2.2.8 Portable Variable Message Boards; the message display shall utilize Light Emitting
Diodes (LED’s), LED/Shuttered pixel for all matrix types (character, line and full).
2.2.9 All signs shall be National Cooperative Freight Research Program (NCFRP)
compliant, meet the requirements of the MCDOT Supplement to Maricopa
Association of Governments (MAG), and the MCDOT Sign/Barricade Manual(s).
SERIAL 230043-S
2.2.10 Pilot Car With Driver
Shall be half to one-ton truck with high-intensity rotating, flashing, oscillating, or
strobe light and conspicuous location on the rear of vehicle to mount PILOT CAR
FOLLOW ME (G20-4).
2.2.11 Barricade Truck With Driver
Shall be a one ton to one-and-one-half ton truck capable of transporting all signs,
delineators, cones, channels, flagging supplies, double-faced flexible road
markers with a double clear protector tab, portable radios and other signing
supplies required for the day's activity. The truck shall be equipped with high-
intensity rotating, flashing, oscillating, or strobe light and variable message board.
If the contractor is unable to provide delivery and layout within the specified time,
immediate notification will be made to the MCDOT representative requesting
service.
2.2.12 Truck Mounted Attenuators
Truck-mounted attenuators shall be energy-absorbing devices attached to the
rear of trucks and shall be used in accordance MUTCD Section 6F.82, or the
latest revision of.
2.2.13 Unformed Off-Duty Officer(s)
The contractor shall provide when requested by MCDOT State of Arizona Sworn
uniformed off-duty officer(s) for temporary traffic control presence. Fully equipped
vehicle may be required when requested by MCDOT.
2.3 CHIP SEAL MARKERS
2.3.1 Chip Seal Marker, covered, two-way yellow, Davidson Third-Party Risk
Management (TPRM)-Y2 or equal.
2.3.2 Chip Seal Marker, covered, one-way white, Davidson TPRM-W1or equal.
2.4 INSTALLATION CONFLICTS
In the event that MCDOT designee and the contractor cannot agree on the proper traffic
control or barricade installation, the judgment of MCDOT Traffic Engineering shall prevail.
The contractor may request arbitration by MCDOT. The contractor shall comply with the
decisions made by the MCDOT Traffic Engineer as a result of such arbitration.
2.5 REPORTS
Daily work sheets and a daily detailed listing of all the roads, subdivisions, or units under
signing shall be provided to the MCDOT representative. The report shall include the date
signing was set up, the number and type of devices used for project, the date and time
inspections were conducted (including the name of the traffic control tech and MCDOT
representative), the date and time signing was removed (or the work that is continuing).
The contractor and the MCDOT representative shall sign the report daily.
2.6 STANDARDS
All equipment, signs, barricades and lighting devices shall be National Cooperative
Highway Research Program (NCHRP) 350 compliant, to the most current Federal Highway
Administration (FHA) Manual of Uniform Traffic Control Devices for streets and highways
and all other polices or regulations on traffic control adopted by MCDOT.
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2.7 COUNTY SIGNING
The County reserves the right to provide, install or set up construction signing and
barricading as deemed necessary with county traffic control staff or by the secondary
contractor if adequate materials and personnel cannot be supplied by the contractor.
2.8 DAMAGED, STOLEN OR LOST SIGNING
All lost, stolen or damaged devices shall be immediately replaced by the contractor or
removed from the rental equipment listing upon notification by a MCDOT representative.
MCDOT will make rental payments for daily equipment that is physically used on projects
and in acceptable working order verified by the MCDOT Dispatch Center:
2.8.1 The contractor shall provide 24-hour dispatch center with an operational radio net
and telephone to provide emergency service. The dispatch center must have at its
disposal a sufficient number of trucks, men and equipment to respond to requests
and initiate mobilization for service within two hours, including nights, weekends
and holidays. During active road maintenance operations, the personnel and
equipment shall respond and mobilize within one hour for the daily scheduled
service.
2.9 SAFETY REQUIREMENTS
The contractor shall adhere to all applicable Occupational Safety and Health Administration
(OSHA), industry and local government safety procedures, rules and regulations. The
contractor shall train its personnel in appropriate safety standards relating to the
performance of services described in these Technical Specifications.
2.10 INSPECTIONS
The County reserves the right to inspect each bidder’s equipment and review their
application procedures prior to contract award.
2.11 QUALIFICATION OF BIDDERS
Contractor shall have minimum of five years of experience in the processes of road
construction/maintenance traffic control setup will be considered for contract award.
2.12 LICENSES AND PERMITS
The contractor shall, at its expense, procure all necessary licenses and permits relating to
contractor’s operation in connection with the services described in this solicitation.
2.13 PROTECTION OF PUBLIC AND PRIVATE PROPERTY
The contractor shall exercise prudent caution to protect pedestrian and vehicular traffic.
Contractor shall further avoid causing damage to public and private property. If in the
opinion of the MCDOT representative, the contractor engages in a hazardous practice,
contractor shall cease such activity immediately after verbal or written notification by the
MCDOT representative.
2.14 BILLING
The billing for services shall follow the daily report format and include a listing by
subdivision, unit, road segments or project specified by the MCDOT task number. Included
with this will be: the date and time, whether it was installation or removal, what type of
activity (i.e., flagging, mobile operation, typical setup etc.), what type of activity that the
work is supporting (i.e., Fog Seal, Sweeping or Maintenance), truck numbers of vehicles
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physically on the work site and the employee identification numbers for those employees
physically on the work site. Signed daily work sheets shall be used to verify billing.
2.15 DELIVERY
It shall be the contractor’s responsibility to meet the County’s delivery requirements, as
called for in the solicitation. The County reserves the right to obtain services on the open
market in the event the contractor fails to make delivery and any price differential will be
charged against the contractor.
3.0 PURCHASING REQUIREMENTS
3.1 ACCEPTANCE
Upon completion, services shall be deemed accepted and the warranty period shall begin.
Successful service delivery shall be defined as a) material(s)/equipment is installed (as
necessary) and fully operational; and b) the department has deemed all service/work
completed, including but not limited to any inspection, repair, installation, design,
development, deployment, operation, and initial training, (as applicable). Additionally, all
documentation shall be completed prior to final acceptance.
3.2 WARRANTY
3.2.1 All services furnished under this contract shall conform to the requirements of this
contract.
3.2.2 Service and/or Repair Warranty
3.2.2.1 The warranty shall cover all parts and labor for a period of one year from
formal acceptance by the County. Any manufacturer warranty beyond
one year shall be passed on to the County.
3.2.2.2 Contractor shall indicate on the price sheet the duration of the warranty
and any applicable limitations or conditions which may apply.
3.2.2.3 Contractor agrees that it will, at its own expense, provide all labor and
parts required to remove, repair or replace, and reinstall any such
defective workmanship and/or materials which becomes or is found to
be defective during the term of this warranty. Contractor shall guarantee
the services to be supplied comply with all applicable regulations.
3.3 USAGE REPORT
Contractor shall furnish the County a usage report upon request delineating the acquisition
activity governed by the contract. The format of the report shall be approved by the County
and shall disclose the quantity and dollar value of each contract item by individual unit.
3.4 BACKGROUND CHECK
Bidders/proposers need to be aware that they may be required to pass multiple background
checks (e.g., Sheriff’s Office, County Attorney's Office, Courts, as well as County general
government) to determine if the respondent is acceptable to do business with the County.
This applies to (but is not limited to) the company, subcontractors, and employees.
3.5 INVOICES AND PAYMENTS
3.5.1 Contractor shall submit one legible copy of their detailed invoice before payment(s)
will be made. Incomplete invoices will not be processed. At a minimum, the invoice
must provide the following information:
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• Company name, address, and contact information
• County bill-to name and contact information
• Contract serial number
• County purchase order number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Quantity (e.g., number of days or weeks)
• Contract item number(s)
• Arrival time and completion time (if applicable)
• Description of purchase (product or services)
• Pricing per unit of purchase
• Extended price (by line item)
• Total amount due
3.5.2 Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.
3.5.3 Payment shall only be made to the contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an Electronic Funds
Transfer (EFT) process. After contract award, the contractor shall complete the
Vendor Registration Form accessible through the County Department of Finance
Vendor Registration website at https://www.maricopa.gov/5169/Vendor-
Information.
3.5.4 Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
3.5.5 EFT payments to the routing and account numbers designated by the contractor
shall include the details on the specific invoices that the payment covers.
Contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.
3.6 APPLICABLE TAXES
3.6.1 It is the responsibility of the contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
the entity conducting business in Arizona. Tax is not a determining factor in
contract award.
3.6.2 The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds over payment
of a project due to tax consideration that was not due, the contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.
3.6.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state,
and local taxes applicable to their operation and any persons employed by the
contractor. Contractor shall, and require all subcontractors to, hold the County
harmless from any responsibility for taxes, damages, and interest, if applicable,
contributions required under Federal and/or state and local laws and regulations,
and any other costs including transaction privilege taxes, unemployment
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compensation insurance, Social Security, and Workers’ Compensation. Contractor
may be required to establish, to the satisfaction of County, that any and all fees
and taxes due to the City or the State of Arizona for any license or transaction
privilege taxes, use taxes, or similar excise taxes are currently paid (except for
matters under legal protest).
3.7 PERFORMANCE
It shall be the contractor’s responsibility to meet the proposed performance requirements.
The County reserves the right to obtain services on the open market in the event the
contractor fails to perform, and any price differential will be charged against the contractor.
3.8 POST AWARD MEETING
Contractor may be required to attend a post-award meeting with the department to discuss
the terms and conditions of this contract. This meeting will be coordinated by the MCDOT
contract administrator of the contract.
3.9 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)
The County is a member of the SAVE cooperative purchasing group. SAVE includes the
State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified
school districts. Under the SAVE Cooperative Purchasing Agreement, and with the
concurrence of the successful respondent under this solicitation, a member of SAVE may
access a contract resulting from a solicitation issued by the County. If contractor does not
want to grant such access to a member of SAVE, state so in the bid. In the absence of a
statement to the contrary, the County will assume that contractor does wish to grant access
to any contract that may result from this bid. The County assumes no responsibility for any
purchases by using entities.
3.10 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs)
County currently holds ICPAs with numerous governmental entities. These agreements
allow those entities, with the approval of the contractor, to purchase their requirements
under the terms and conditions of the County contract. It is the responsibility of the non-
County government entity to perform its own due diligence on the acceptability of the
contract under its applicable procurement rules, processes, and procedures. Certain
governmental agencies may not require an ICPA and may utilize this contract if it meets
their individual requirements. Other governmental agencies may enter into a separate
Statement of Work with the contractor to meet their own requirements. The County is not
a party to any uses of this contract by other governmental entities.
4.0 CONTRACTUAL TERMS & CONDITIONS
4.1 CONTRACT TERM
This Invitation for Bids is for awarding a firm, fixed price purchasing contract to cover a
term of one year(s).
4.2 OPTION TO RENEW
The County may, at its option and with the concurrence of the contractor, renew the term
of this contract up to a maximum of Five additional year(s), (or at the County’s sole
discretion, extend the contract on a month-to-month basis for a maximum of six months
after expiration). Contractor shall be notified in writing by the Office of Procurement
Services of the County’s intention to renew the contract term at least 60 calendar days
prior to the expiration of the original contract term.
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4.3 CONTRACT COMPLETION
In preparation for contract completion, the contractor shall make all reasonable efforts for
an orderly transition of its duties and responsibilities to another provider and/or to the
County. This may include, but is not limited to, preparation of a transition plan and
cooperation with the County or other providers in the transition. The transition includes the
transfer of all records and other data in the possession, custody, or control of the contractor
that are required to be provided to the County either by the terms of this agreement or as
a matter of law. The provisions of this clause shall survive the expiration or termination of
this agreement.
4.4 PRICE ADJUSTMENTS
4.4.1 Any requests for reasonable price adjustments must be submitted 60 calendar
days prior to the contract expiration. Requests for adjustment in cost of labor
and/or materials must be supported by appropriate documentation. The
reasonableness of the request will be determined by comparing the request with
the Consumer Price Index or by performing a market survey. If County agrees to
the adjusted price terms, County will issue written approval of the change and
provide an updated version of the contract. The new change shall not be in effect
until the date stipulated on the updated version of the contract.
4.5 INDEMNIFICATION
4.5.1 To the fullest extent permitted by law, and to the extent that claims, damages,
losses, or expenses are not covered and paid by insurance purchased by the
contractor, the contractor shall defend, indemnify, and hold harmless the County
(as Owner), its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses, and expenses (including, but not
limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted
from, the negligent acts, errors, omissions, or mistakes relating to the performance
of this contract.
4.5.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, omissions, or mistakes in the performance of this contract, but only to
the extent caused by the negligent acts or omissions of the contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, regardless of whether or not such claim, damage,
loss, or expense is caused in part by a party indemnified hereunder.
4.5.3 The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.
4.5.4 The scope of this indemnification does not extend to the sole negligence of County.
4.6 INSURANCE
4.6.1 Contractor, at contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are authorized to do business in
the State of Arizona, provided that said insurance companies meet the approval of
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County. The form of any insurance policies and forms must be acceptable to
County.
4.6.2 All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this contract.
4.6.3 In the event that the insurance required is written on a claims-made basis,
contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.
4.6.4 Contractor’s insurance will be primary insurance as respects County, and any
insurance or self-insurance maintained by County will not contribute to it.
4.6.5 Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect the County’s right to
coverage afforded under the insurance policies.
4.6.6 The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such policies.
Contractor shall be solely responsible for the deductible and/or self-insured
retention and County, at its option, may require contractor to secure payment of
such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
4.6.7 The insurance policies required by this contract, except Workers’ Compensation
and Errors and Omissions, shall name County, its agents, representatives, officers,
directors, officials, and employees as additional insureds.
4.6.8 The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation)
against County, its agents, representatives, officers, directors, officials, and
employees for any claims arising out of contractor’s work or service.
4.6.9 If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.
4.6.9.1 Commercial General Liability
Commercial General Liability (CGL) insurance with a limit of not less
than $2,000,000 for each occurrence, $4,000,000 Products/Completed
Operations Aggregate, and $4,000,000 General Aggregate Limit. The
policy shall include coverage for premises liability, bodily injury, broad
form property damage, personal injury, products and completed
operations and blanket contractual coverage, and shall not contain any
provisions which would serve to limit third-party action over claims.
There shall be no endorsement or modifications of the CGL limiting the
scope of coverage for liability arising from explosion, collapse, or
underground property damage.
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4.6.9.2 Automobile Liability
Commercial/Business Automobile Liability insurance with a combined
single limit for bodily injury and property damage of not less than
$2,000,000 each occurrence with respect to any of the contractor’s
owned, hired, and non-owned vehicles assigned to or used in
performance of the contractor’s work or services or use or maintenance
of the premises under this contract.
4.6.9.3 Workers’ Compensation
4.6.9.3.1 Workers’ Compensation insurance to cover obligations
imposed by Federal and state statutes having jurisdiction of
contractor’s employees engaged in the performance of the
work or services under this contract; and Employer’s
Liability insurance of not less than $1,000,000 for each
accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.
4.6.9.3.2 Contractor, its subcontractors, and sub-subcontractors
waive all rights against this contract and its agents, officers,
directors, and employees for recovery of damages to the
extent these damages are covered by the Workers’
Compensation and Employer’s Liability or Commercial
Umbrella Liability insurance obtained by contractor, its
subcontractors, and its sub-subcontractors pursuant to this
contract.
4.6.9.4 Errors and Omissions/Professional Liability Insurance
Errors and Omissions (Professional Liability) insurance which will insure
and provide coverage for errors or omissions or professional liability of
the contractor, with limits of no less than $2,000,000 for each claim.
4.6.9.5 Certificates of Insurance
4.6.9.5.1 Prior to contract award, contractor shall furnish the County
with valid and complete certificates of insurance, or formal
endorsements as required by the contract in the form
provided by the County, issued by contractor’s insurer(s),
as evidence that policies providing the required coverage,
conditions, and limits required by this contract are in full
force and effect. Such certificates shall identify this contract
number and title.
4.6.9.5.2 In the event any insurance policy(ies) required by this
contract is (are) written on a claims-made basis, coverage
shall extend for two years past completion and acceptance
of contractor’s work or services and as evidenced by annual
Certificates of Insurance.
4.6.9.5.3 If a policy does expire during the life of the contract, a
renewal certificate must be sent to County 15 calendar days
prior to the expiration date.
4.6.9.6 Cancellation and Expiration Notice
Applicable to all insurance policies required within the insurance
requirements of this contract, contractor’s insurance shall not be
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permitted to expire, be suspended, be canceled, or be materially
changed for any reason without 30 calendar days prior written notice to
Maricopa County. Contractor must provide notice to Maricopa County,
within two business days of receipt, 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 Maricopa County Office of Procurement Services and shall be mailed
or hand delivered to 301 W. Jefferson St., Suite 700, Phoenix, AZ 85003,
or emailed to the procurement officer noted in the solicitation.
4.7 FORCE MAJEURE
4.7.1 Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this contract, if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes include, but are not limited to,
acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other
natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is
declared or not), civil war, riots, rebellion, revolution, insurrection, military or
usurped power or confiscation, terrorist activities, nationalization, government
sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or
failure of electricity or telecommunication service, and pandemic.
4.7.2 Each as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use
best efforts to remedy the situation and remove, as soon as practicable, the cause
of its inability to perform or comply.
4.7.3 The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent
precautions could be contemplated.
4.8 ORDERING AUTHORITY
Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.
4.9 AVAILABILITY OF FUNDS
4.9.1 The provisions of this contract relating to payment shall become effective when
funds assigned for the purpose of compensating the contractor as herein provided
are actually available to County for disbursement. The County will be the sole
judge and authority in determining the availability of funds under this contract.
County will keep the contractor fully informed as to the availability of funds.
4.9.2 If any action is taken by any state agency, Federal department, or any other agency
or instrumentality to suspend, decrease, or terminate its fiscal obligations under,
or in connection with, this contract, County may amend, suspend, decrease, or
terminate its obligations under, or in connection with, this contract. In the event of
termination, County will be liable for payment only for services rendered prior to
the effective date of the termination, provided that such services are performed in
accordance with the provisions of this contract. County will give written notice of
the effective date of any suspension, amendment, or termination under this
section, at least 10 days in advance.
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4.10 PROCUREMENT CARD ORDERING CAPABILITY
County may opt to use a procurement card ( VISA or Mastercard) to make payment for
orders under this contract.
4.11 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.
4.12 PURCHASE ORDERS
4.12.1 County reserves the right to cancel purchase orders within a reasonable period of
time after issuance. Should a purchase order be canceled, the County agrees to
reimburse the contractor for actual and documentable costs incurred by the
contractor in response to the purchase order. The County will not reimburse the
contractor for any costs incurred after receipt of County notice of cancellation, or
for lost profits, or for shipment of product prior to issuance of purchase order.
4.12.2 Contractor agrees to accept verbal notification of cancellation of purchase orders
from the County with written notification to follow. Contractor specifically
acknowledges to be bound by this cancellation policy.
4.13 SUSPENSION OF WORK
The procurement officer may order the contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.
4.14 STOP WORK ORDER
4.14.1 The procurement officer may, at any time, by written order to the contractor, require
the contractor to stop all, or any part, of the work called for by this contract for a
period of 90 calendar days after the order is delivered to the contractor, and for
any further period to which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order,
the contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
stop work order is delivered to the contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:
4.14.2 cancel the stop work order; or
4.14.3 terminate the work covered by the order as provided in the Termination for Default
or the Termination for Convenience clause of this contract.
4.14.4 The procurement officer may make an equitable adjustment in the delivery
schedule and/or contract price, and the contract shall be modified, in writing,
accordingly, if the contractor demonstrates that the stop work order resulted in an
increase in costs to the contractor.
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4.15 TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the contractor.
4.16 TERMINATION FOR DEFAULT
4.16.1 The County may, by written Notice of Default to the contractor, terminate this
contract in whole or in part if the contractor fails to:
4.16.1.1 deliver the supplies or to perform the services within the time specified
in this contract or any extension;
4.16.1.2 make progress, so as to endanger performance of this contract; or
4.16.1.3 perform any of the other provisions of this contract.
4.16.2 The County’s right to terminate this contract under these subparagraphs may be
exercised if the contractor does not cure such failure within 10 business days (or
more if authorized in writing by the County) after receipt of a Notice to Cure from
the procurement officer specifying the failure.
4.17 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to Arizona Revised Statute (A.R.S.) § 38-511, the County
may cancel any contract without penalty or further obligation within three years after
execution of the contract, if any person significantly involved in initiating, negotiating,
securing, drafting, or creating the contract on behalf of the County is at any time, while the
contract or any extension of the contract is in effect, an employee or agent of any other
party to the contract in any capacity or consultant to any other party of the contract with
respect to the subject matter of the contract. Additionally, pursuant to A.R.S. § 38-511, the
County may recoup any fee or commission paid or due to any person significantly involved
in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County
from any other party to the contract arising as the result of the contract.
4.18 OFFSET FOR DAMAGES
In addition to all other remedies at Law or Equity, the County may offset from any money
due to the contractor any amounts contractor owes to the County for damages resulting
from breach or deficiencies in performance of the contract.
4.19 SUBCONTRACTING
4.19.1 Contractor may not assign to another contractor or subcontract to another party
for performance of the terms and conditions hereof without the written consent of
the County. All correspondence authorizing subcontracting must reference the bid
serial number and identify the job or project.
4.19.2 The subcontractor’s rate for the job shall not exceed that of the prime contractor’s
rate, as bid in the pricing section, unless the prime contractor is willing to absorb
any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime
contractor, who in turn shall pass-through the costs to the County, without mark-
up. A copy of the subcontractor’s invoice must accompany the prime contractor’s
invoice.
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4.20 AMENDMENTS
All amendments to this contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
4.21 ADDITIONS/DELETIONS OF SERVICES
The County reserves the right to add and/or delete services to a contract. If additional
services are required from a contract, prices for such additions will be negotiated between
the contractor and the County.
4.22 RIGHTS IN DATA
4.22.1 The County shall have the use of data and reports resulting from a contract without
additional cost or other restriction except as may be established by law or
applicable regulation. Each party shall supply to the other party, upon request, any
available information that is relevant to a contract and to the performance
thereunder.
4.22.2 Data, records, reports, and all other information generated for the County by a third
party as the result of a contract are the property of the County and shall be provided
in a format designated by the County or shall be and remain accessible to the
County into perpetuity.
4.23 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
4.23.1 In accordance with section MC1-372 of the Maricopa County Procurement Code,
the contractor agrees to retain (physical or digital copies of) all books, records,
accounts, statements, reports, files, and other records and back-up documentation
relevant to this contract for six years after final payment or until after the resolution
of any audit questions which could be more than six years, whichever is latest. The
County, Federal or state auditors and any other persons duly authorized by the
department shall have full access to and the right to examine, copy, and make use
of, any and all said materials.
4.23.2 If the contractor’s books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this contract are not sufficient to
support and document that requested services were provided, the contractor shall
reimburse Maricopa County for the services not so adequately supported and
documented.
4.24 AUDIT DISALLOWANCES
If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the contractor in writing of the disallowance.
The course of action to address the disallowance shall be at sole discretion of the County,
and may include either an adjustment to future invoices, request for credit, request for a
check, or a deduction from current invoices submitted by the contractor equal to the amount
of the disallowance, or to require reimbursement forthwith of the disallowed amount by the
contractor by issuing a check payable to Maricopa County.
4.25 STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of
the contract shall not be deemed to be a waiver of strict compliance with respect to all other
terms of the contract.
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4.26 VALIDITY
The invalidity, in whole or in part, of any provision of this contract shall not void or affect
the validity of any other provision of the contract.
4.27 SEVERABILITY
The removal, in whole or in part, of any provision of this contract shall not void or affect the
validity of any other provision of this contract.
4.28 RELATIONSHIPS
4.28.1 In the performance of the services described herein, the contractor shall act solely
as an independent contractor, and nothing herein or implied herein shall at any
time be construed as to create the relationship of employer and employee, co-
employee, partnership, principal and agent, or joint venture between the County
and the contractor.
4.28.2 The County reserves the right of final approval on proposed staff. Also, upon
request by the County, the contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of
the County within two business days, unless previously approved by the County.
4.29 NON-DISCRIMINATION
Contractor agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09, including flow down of all provisions and requirements to any
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends
Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full
herein. During the performance of this contract, contractor shall not discriminate against
any employee, client, or any other individual in any way because of that person’s age, race,
creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09
can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf).
4.30 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a
regulation issued pursuant to 50 U.S.C. § 4842.
4.31 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
4.31.1 The undersigned (authorized official signing on behalf of the contractor) certifies
to the best of his or her knowledge and belief that the contractor, its current officers,
and directors:
4.31.1.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded any
contract or grant by any United States department or agency or any
state, or local jurisdiction;
4.31.1.2 have not within a three-year period preceding this contract:
4.31.1.2.1 been convicted of fraud or any criminal offense in
connection with obtaining, attempting to obtain, or as the
result of performing a government entity (Federal, state or
local) transaction or contract;
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4.31.1.2.2 been convicted of violation of any Federal or state antitrust
statutes or conviction for embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false
statements, or receiving stolen property regarding a
government entity transaction or contract;
4.31.1.3 are not presently indicted or criminally charged by a government entity
(Federal, state or local) with commission of any criminal offenses in
connection with obtaining, attempting to obtain, or as the result of
performing a government entity public (Federal, state or local)
transaction or contract;
4.31.1.4 are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity contract or other transaction; and
4.31.1.5 have not within a three-year period preceding this contract had any
public transaction (Federal, state or local) terminated for cause or
default.
4.31.2 If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation of
the matter including any final resolution.
4.31.3 Contractor shall include, without modification, this clause in all lower tier covered
transactions (i.e., transactions with subcontractors) and in all solicitations for lower
tier covered transactions related to this contract. If this clause is applicable to a
subcontractor, the contractor shall include the information required by this clause
with their bid.
4.32 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
4.32.1 By entering into the contract, the contractor warrants compliance with the
Immigration and Nationality Act (INA using E-Verify) and all other Federal
immigration laws and regulations related to the immigration status of its employees
and A.R.S. § 23-214(A). Contractor shall obtain statements from its subcontractors
certifying compliance and shall furnish the statements to the procurement officer
upon request. These warranties shall remain in effect through the term of the
contract. Contractor and its subcontractors shall also maintain Employment Eligibility
Verification forms (I-9) as required by the Immigration Reform and Control Act of
1986, as amended from time to time, for all employees performing work under the
contract and verify employee compliance using the E-Verify system and shall keep
a record of the verification for the duration of the employee’s employment or at least
three years, whichever is longer. I-9 forms are available for download at
www.uscis.gov.
4.32.2 The County retains the legal right to inspect documents of contractor and
subcontractor employees performing work under this contract to verify compliance
with paragraph 4.32.1 of this section. Contractor and subcontractor shall be given
reasonable notice of the County’s intent to inspect and shall make the documents
available at the time and date specified. Should the County suspect or find that the
contractor or any of its subcontractors are not in compliance, the County will consider
this a material breach of the contract and may pursue any and all remedies allowed
by law, including, but not limited to: suspension of work, termination of the contract
for default, and suspension and/or debarment of the contractor. All costs necessary
to verify compliance are the responsibility of the contractor
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4.33 CONTRACTOR LICENSE REQUIREMENT
4.33.1 Contractor shall procure all permits, insurance, and licenses, and pay the charges
and fees necessary and incidental to the lawful conduct of his/her business, and
as necessary complete any requirements, by any and all governmental or non-
governmental entities as mandated to maintain compliance with and remain in
good standing. Contractor shall keep fully informed of existing and future trade or
industry requirements, and Federal, state, and local laws, ordinances, and
regulations which in any manner affect the fulfillment of a contract and shall comply
with the same. Contractor shall immediately notify both Office of Procurement
Services and the department of any and all changes concerning permits,
insurance, or licenses.
4.33.2 Contractor furnishing finished products, materials, or articles of merchandise that
will require installation or attachment as part of the contract shall possess any
licenses required. Contractor is not relieved of its obligation to obtain and possess
the required licenses by subcontracting of the labor portion of the contract.
Contractors are advised to contact the Arizona Registrar of Contractors, Chief of
Licensing, to ascertain licensing requirements for a particular contract. Contractor
shall identify which license(s), if any, the Registrar of Contractors requires for
performance of the contract.
4.34 INFLUENCE
4.34.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort
to influence an employee or agent to breach the Maricopa County Ethical Code of
Conduct or any ethical conduct, may be grounds for disbarment or suspension
under MC1-902.
4.34.2 An attempt to influence includes, but is not limited to:
4.34.2.1 A person offering or providing a gratuity, gift, tip, present, donation,
money, entertainment or educational passes or tickets, or any type of
valuable contribution or subsidy that is offered or given with the intent to
influence a decision, obtain a contract, garner favorable treatment, or
gain favorable consideration of any kind.
4.34.3 If a person attempts to influence any employee or agent of Maricopa County, the
chief procurement officer, or his designee, reserves the right to seek any remedy
provided by the Maricopa County Procurement Code, any remedy in equity or in
the law, or any remedy provided by this contract.
4.34.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM
THE EVALUATION PROCESS.
4.35 CONFIDENTIALITY
In the course of the solicitation process, the County may disclose information that is
proprietary or confidential. By submitting a bid to the solicitation, the offeror agrees that,
except as necessary to prepare a response to this solicitation, neither it nor its agents or
employees will communicate, divulge, or disseminate to any third-party persons or entities,
any information that is disclosed to it by the County during the course of these discussions
without the express written authorization of the County. If the offeror does disclose County
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proprietary or confidential information to a third-party in preparing a response to this
solicitation, it shall require the third-party to acknowledge and comply with this provision.
4.36 CONFIDENTIAL INFORMATION
4.36.1 Any information obtained in the course of performing this contract may include
information that is proprietary or confidential to the County. This provision
establishes the contractor’s obligation regarding such information.
4.36.2 Contractor shall establish and maintain procedures and controls that are adequate
to assure that no information contained in its records and/or obtained from the
County or from others in carrying out its functions (services) under the contract
shall be used by or disclosed by it, its agents, officers, or employees, except as
required to efficiently perform duties under the contract. Contractor’s procedures
and controls, at a minimum, must be the same procedures and controls it uses to
protect its own proprietary or confidential information. If, at any time during the
duration of the contract, the County determines that the procedures and controls
in place are not adequate, the contractor shall institute any new and/or additional
measures requested by the County within 15 business days of the written request
to do so.
4.36.3 Any requests to the contractor for County proprietary or confidential information
shall be referred to the County for review and approval, prior to any dissemination.
4.37 PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the records manager at the Maricopa County Office of Procurement Services.
Offers shall be open to public inspection and copying after contract award and execution,
except for such offers or sections thereof determined to contain proprietary or confidential
information by the Office of Procurement Services. If an offeror believes that information in
its offer or any resulting contract should not be released in response to a public record
request, under Arizona law, the offeror shall indicate the specific information deemed
confidential or proprietary and submit a statement with its offer detailing the reasons that
the information should not be disclosed. Such reasons shall include the specific harm or
prejudice which may arise from disclosure. The records manager of the Office of
Procurement Services shall determine whether the identified information is confidential
pursuant to the Maricopa County Procurement Code.
4.38 INTEGRATION
This contract represents the entire and integrated agreement between the parties and
supersedes all prior negotiations, proposals, communications, understandings,
representations, or agreements, whether oral or written, expressed, or implied.
4.39 UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the contractor agrees to comply with all applicable provisions
of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
4.40 GOVERNING LAW
This contract shall be governed by the laws of the State of Arizona. Venue for any actions
or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix,
Arizona.
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4.41 FORCED LABOR
4.41.1 By submitting a bid for this solicitation and/or entering into a contract as a result of
this solicitation, contractor agrees to comply with all applicable portions of Arizona
Revised Statutes Section 35-394. Contracting; procurement; prohibition; written
certification; remedy; termination; exception; definitions.
4.41.2 Contractor certifies that it does not currently, and agrees for the duration of the
contract, that it will not use:
4.41.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China.
4.41.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs
in the People’s Republic of China.
4.41.2.3 Any contractors, subcontractors or suppliers that use the forced labor or
any good or services produced by the forced labor of ethnic Uyghurs in
the People’s Republic of China.
4.41.3 If contractor becomes aware during the term of the agreement that contractor is
not in compliance with this paragraph, the contractor shall notify the County within
five business days after becoming aware of the noncompliance. If the contractor
fails to provide a written certification to the County that the contractor has remedied
the noncompliance within 180 days after notifying the County of its noncompliance,
then the agreement terminates, except that if the agreement termination date
occurs before the end the 180-day period, the agreement terminates on the
agreement termination date.
EXHIBIT B
TO
COOPERATIVE SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ROADSAFE TRAFFIC SYSTEMS, INC.
[Quote or Work Order]
See following pages.