CTR054970_Contract_Documents.pdf

DocuSign Envelope ID: 555BB232-4A5F-4EEE-999B-E9DF58EACA4F

5/6/2021

May

CTR054970

217th

Procurement

ARIZONA DEPARTMENT OF TRANSPORTATION

1739 W. Jackson Street, MD 100P

Phoenix, AZ 85007 602.712.7211

Solicitation Amendment Summary SOLICITATION NO.: BPM002912 AMENDMENT NO.: One (1)

DESCRIPTION: Real Estate Appraisal and Valuation Services, Statewide

Rev. 04/2020

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

1. REVISIONS

Special Instructions to Offerors, Bidder/Proposer Lists, Section 4., Required Information has been revised to read:

4.2 Billboard/Outdoor Advertising Appraisal Property Appraisal

4.2.2. Sample document shall include before and after acquisitions of improved properties of the most complex levels of difficulty, require an extensive and perhaps innovative analysis to determine value and /or potential damages. If not proposing under this area, attach a single page indicating "Not Proposed".

4.2.3. The sample eminent domain appraisal report(s) selected for inclusion in the application may have been prepared for any condemning agency or property owner. The Appraiser must obtain all necessary permissions to submit the report with the proposal. DO NOT submit an eminent domain appraisal report that is being used or will be used in litigation by either an agency or property owner in an unresolved ROW acquisition. Sensitive information in the report may be obscured or redacted to comply with confidentially requirements. The remaining information must be sufficient to evaluate the quality of the report.

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

Rev. 02/2019

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1739 W. Jackson St., Ste. A Phoenix, AZ 85007

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM002912

DESCRIPTION: Real Estate Appraisal and Valuation Services, Statewide

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.

Sharon L Tohtsoni Procurement Officer Phone: 602-712-8595 Email: stohtsoni@azdot.gov

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

“An Equal Opportunity Agency”

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

Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712-2089. Requests should be made as early as possible to ensure the State has an opportunity to address the accommodation.

Las personas que requieran asistencia (dentro de lo razonable) ya sea por el idioma o discapacidad deben ponerse en contacto con ADOT (602) 712-2089.

https://app.az.gov/ mailto:stohtsoni@azdot.gov

TABLE OF CONTENTS

Solicitation No: BPM002912 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 9

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 18

2 - Title VI/Non-Discrimination Assurances Appendix E 19

3 - Quarterly Contract Usage Report 20

SCOPE OF WORK

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for Real Estate Appraisal and Valuation Services, Statewide.

2. Introduction and Background

2.1. The Department is seeking to establish a comprehensive term contract from qualified appraisers or reviewer appraisers hereinafter referred to as Contractor, to provide statewide Appraisal Services for Real Property Eminent Domain acquisitions, dispositions and appraisal review.

2.2. There are two (2) categories of appraisal services. The Department may award a contract for an appraiser to perform work in one or both of the following categories.

2.2.1. General Appraisal/Review Appraisal

2.2.2. Billboard/Outdoor Advertising Appraisal

2.3. The service areas consist of the following Arizona counties: Apache, Cochise, Coconino, Gila, Graham, Greenlee, La Paz, Maricopa, Mohave, Navajo, Pima, Pinal, Santa Cruz, Yavapai and Yuma.

2.4. Services provided will be on an “on-call” schedule basis upon request of the Department. The Contractor shall provide products and services for those counties awarded to the Contractor.

2.5. To ensure adequate statewide coverage, it is the Department’s intent to award multiple contracts to qualified firms with licensed qualified appraisers in those firms with experience in providing Eminent Domain partial acquisition Appraisal Services. The selection of Contractor(s) from the established pool to provide these services for an assignment will be determined by the Department.

3. General Requirements

3.1.1. The Contractor shall have the suitable qualifications and the required certification in the services they propose to provide.

3.1.2. The Contractor shall not be approved to provide both appraisal and appraisal review services on the same project.

3.1.3. The type, extent, cost and duration of services provided by the Contractor shall be established between the Department Representative and the Contractor prior to providing services.

3.1.4. The Contractor may not proceed with any task, until written authorization is provided by the Department.

3.1.5. Task assignments and any amendments thereto must be authorized in writing by the Department in advance.

3.1.6. The Contractor shall not provide appraisal work for any property owner within any project during the duration of the project assignment where the Contractor provides appraisal services to the Department. For the purpose of this paragraph, “project” is defined by the ADOT Program Number (TRACS Number). Failure to comply with this requirement will result in termination for default.

‘Duration’ is defined as from the initial contact to provide appraisal services to notice of Construction Completion as established by the Completion Memo issued by the Department.

3.1.7. The Contractor agreeing to perform any task covenants that no public or private interest exists and none shall be acquired directly or indirectly which would conflict in any manner with the performance of contract.

3.1.8. Glossary of Terms

Appraiser Contractor Appraiser approved by the Department

Contractor Firm that is contracted

FHWA Federal Highway Administration

Reviewer Appraiser approved by the Department

ROW Right of Way

TRACS Number ADOT Program Number

USPAP Uniform Standards of Professional Appraisal Practice

4. Specific Requirements

4.1. General Appraisal/Review Appraisal

4.1.1. The original task assignment will generally include a lump sum amount for the appraisal and report. Amendments may include a lump sum or hourly rate for a new appraisal or for additional work.

4.1.2. On partial acquisitions, appraisals will always include before and after analysis unless otherwise directed by the Department.

4.1.3. If the subject property is improved, the property must be appraised as improved unless otherwise directed by the Department.

4.1.4. If the Department determines that the Appraiser failed to completely perform any of the required tasks, did not provide a sufficient level of information, committed errors of any nature, and/or omitted necessary documentation concerning the work performed, or failed to comply with the requirements of the contract, the Contractor shall agree to correct deficiencies and errors within three (3) business days of notification, as well as furnish the required documentation at no additional costs to the Department. Failure to deliver corrected documentation within the time frame shall result in the assessment of liquidated damages as reimbursement for the Department’s administrative costs of the delay in the amount of $300 per report for each calendar day beyond the due date.

4.1.5. The Department shall have final approval for the determination of the acceptability for the report and submission deadline for reports. Unless specified otherwise, the Appraiser shall prepare each appraisal or appraisal review. The content of each appraisal report must be consistent with the intended use. Electronic PDF files for all submittals of appraisal reports will be required. Other electronic formats are not acceptable.

4.2. Billboard/Outdoor Advertising Appraisal

4.2.1. The Appraiser must be familiar with the current valuation methodologies. The appraisals may also require allocation of values to divided parties and property interests.

4.2.2. The property must be appraised before and after as improved unless otherwise directed by the Department.

4.2.3. Determination of the acceptability of work will be made by the Department. The Appraiser shall follow accepted principles and techniques and appropriate appraisal standards in valuation of billboard property in accordance with existing laws.

4.3. Contractor Selection For Task Assignments

4.3.1. The Department is under no financial obligation to any selected Contractor unless the

Department issues a task assignment for a specific assignment.

4.3.2. The Department will generally assign tasks to Contractors.

4.3.3. When a project requires the services of an On-Call service contract, the Department will contact two or more appraisers from the approved On-Call list based upon a computer generated, random selection list. After each rotation through the list, the list will be replaced with a new computer generated, random selection list.

4.3.4. If the assignment requires specialized skills, or for project consistency consideration, etc., it may be in the Department’s best interest to contact only one Contractor or to contact specific Contractors.

4.3.5. To the extent possible, a pool of Contractors will be contacted on a rotation basis. However, it may be in the Department’s best interest to contact only one pool Contractor or to contact specific pool Contractors without regard for a rotation.

4.3.6. Each Contractor contacted will have the opportunity to indicate their availability and prepare a proposed inclusive fixed fee for the work assignment in accordance with the following guidelines:

4.3.6.1. The Contractor shall submit a written cost proposal for the work, by parcel, if applicable. If subcontract work or specialized service is required for the assignment, Contractor must identify such cost separately. If additional subcontracting work or specialized service is required after the award of the assignment, Contractor must obtain prior approval from the Department.

4.3.6.2. The Contractor shall not submit offer for any assignment within any particular project where Contractor had any implied or expressed personal and/or business relationship with a property owner. Further, Contractor shall not later agree to represent a property owner located within any project (TRACS Number) during the duration of the project assignment where Contractor or Appraiser has provided appraisal services to the Department.

4.3.6.3. The Contractor covenants that no public or private interest exists and none shall be acquired directly or indirectly which would conflict in any manner with the performance of the Contractor’s contract.

4.3.7. The Department will select the Contractor who best addresses the Department‘s requirements. If the Department cannot reach an agreement with the selected Contractor, the Department may select another Contractor from the pool. The Department reserves the right to rebid the work assignment. Selection of a Contractor to perform an assignment shall not be made solely on the basis of price.

4.3.8. The Department reserves the right to ask all Contractors for a full schedule of fees to show how a Contractor’s fixed price offered was determined.

4.4. Expert Witness

4.4.1. The Department reserves the right to retain expert appraisal witnesses regarding any parcel after a condemnation case has been submitted to the Attorney General’s Office. That expert witness will not be selected under the terms of this agreement, and the expert may be an Appraiser who has not been selected or has not proposed on this contract.

4.4.2. Contractors are expected to submit hourly unit rates which are fair and reasonable per the Federal Cost Principles (FAR Part 31, 2 CFR 200, etc.).

5. Contractor’s Responsibilities

5.1. The Contractor shall meet with the Department representative for specific assignment requirements, guidelines, policies and procedures.

5.2. The Contractor shall perform all requested consulting services in accordance with, but not limited to, specifications set forth herein. The Appraiser shall follow accepted principles and techniques and appropriate appraisal standards in valuation of real property in accordance with existing laws.

5.3. The Contractor shall perform assignments in accordance with the current Federal laws, Arizona statutes and Arizona Board of Appraisal rules related to the appropriate Uniform Standards of Professional Appraisal Practice (USPAP), as defined nationally by the Appraisal Foundation and the Appraisal Standards Board (ASB) and as subsequently adopted in Arizona, as these apply to appraisals in Arizona and/or to Federal related projects. Assignments may require the use of the Uniform Appraisal Standards for Federal Land Acquisitions.

5.4. All appraisal reports shall conform to the current editions at the time a task assignment is issued of the following:

5.4.1. ADOT Right of Way Procedures Manual, Chapter 4, Appraisal Standards and Specifications and Chapter 5, Appraisal Review (available on the ADOT website (http://apps.azdot.gov/files/row/Manuals/Right_of_Way_Project_Management_Manual.pdf);

5.4.2. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as Amended, Including 49 Code of Federal Regulations (CFR) Part 24 dated January 4, 2005;

5.4.3. The Uniform Standards of Professional Appraisal Practice (USPAP).

http://apps.azdot.gov/files/row/Manuals/Right_of_Way_Project_Management_Manual.pdf

5.5. The Contractor shall complete all work in a responsible and professional manner in accordance with the requirements incorporated in the assignment.

5.6. The Contractor shall initiate contact with property owners to schedule property inspection in accordance with ADOT’s Policies and Procedures.

5.7. The Contractor shall maintain current copies of the Arizona Certified General Real Estate Appraiser Certificate throughout the term of the contract.

5.8. The Contractor shall contact the Department Representative immediately if the appraisal requires a revised scope of work due to factors beyond the Contractor’s control (e.g.: ADOT was denied access to the property).

5.9. Revisions as requested by the Department resulting from changes in construction and/or right of way plans which may include the addition or deletion of parcels shall be completed upon the agreed schedule following the negotiations for additional services and schedule.

5.10. The Contractor shall perform an in-house quality review of the appraisal (including all mathematical computations, grammar and valuation methodology) prior to submitting the appraisal report to the

5.11. Failure to deliver acceptable reports on the agreed upon due date shall result in the assessment of liquidated damages in the amount of $300 per calendar day, per report, for each day beyond the due date. The Appraiser bears the risk of mail service or any other method of delivery. If a Contractor cannot deliver the report of an assignment to the Department in the agreed upon time, the Contractor must submit in writing a request for extension to the Department no later than ten (10) business days prior to the due date. Granting an extension is within the sole discretion of the Department. There is no guarantee that an extension will be granted.

5.12. Within five (5) business days after the Department approves the acceptability for the initial report submittal(s), the Appraiser will deliver an electronic pdf file and four (4) bound color copies of the final report. The appraisal report package is to be addressed to ADOT Right of Way Operations - Appraisal, ADOT Mail Room, Mail Drop: 612E, 1655 W Jackson Street, Phoenix AZ 85007. Packages must be marked Time Sensitive or Urgent. If a delivery service is utilized, a confirmation notice is to be e-mailed to the review appraiser. The Appraiser bears the risk of mail service or any other method of delivery.

5.13. Any new report required for the Order to Show Cause hearing within 24 months of the date of the original appraisal report, shall be provided at no greater than the original appraisal report fee.

5.14. The Contractor shall be responsible for the appraisal work for the Department and shall substantially perform the work. The Appraiser shall physically inspect each subject property appraised and all comparable properties utilized in completing the appraisal assignment. Other staff members of the Contractor may provide assistance in the areas of research, inspections, preparation of exhibits and acting as the appraiser’s assistant. Credit for the assistant’s contributions must be given in the report.

However, the analysis and value conclusions must be those of the Appraiser. As such, only the Appraiser may sign the appraisal report and the Certificate of Appraiser.

5.15. The Contractor shall submit complete reports, including a copy of the plat or plan sheet, ownership record sheet identifying the parcel appraised and all other required documentation and supporting data.

5.16. The Contractor as directed by the Department shall provide expert witness services, including new appraisal reports, appearance at Order to Show Cause hearings, pre-trial and trial conferences, depositions, and as directed by the Department or the Department’s attorneys, court testimony in connection with the Department’s acquisition of the property at a fee and schedule to be negotiated.

Upon expiration of the contract, there shall be no new work assignment. However, the contract shall remain in effect and continue to be extended for the services authorized by this clause until all parcels assigned to the appraiser are acquired.

5.17. The Contractor may engage a subcontractor only if approved in writing in advance by the

6. Department’s Responsibilities

6.1. The Department representative shall provide the Contractor with specific assignments, requirements and applicable policies and procedures.

6.2. In accordance with ADOT’s Guidelines, Policies and Procedures, the Department shall provide or make available the following, if applicable to the assignment and if available:

6.2.1. Parcel maps or right of way plans, ownership record sheets, construction plans and title reports.

6.2.2. Specific directives and required forms as necessary.

6.2.3. All pertinent documents and information contained in the Department’s files.

6.2.4. Written description of the services required and the due date for submission.

6.2.5. Written authorization to proceed with specified work.

6.3. The Department may request correction of errors, clarifications, or explanations, but the Department shall not influence the opinion of an Appraiser or Reviewer.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

This contract shall be for the sole convenience of the Department. The Department reserves the right to obtain like goods or services from another source when necessary. The Off-Contract Purchase Authorization and subsequent procurement shall be consistent with the Arizona Procurement Code.

5. ORDERING PROCESS

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

Any attempts to represent any material and/or service not specifically awarded as being under contract is a breach of the contract and a violation of the Arizona Procurement Code. Any such action is subject to the legal and contractual remedies available to the State inclusive of but not limited to contract cancellation, suspension and/or debarment of the Contractor.

6. INVOICING REQUIREMENTS

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

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

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

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

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

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

7. ESTIMATED USAGE

The Department anticipates considerable usage under this contract. The Department reserves the right to increase or decrease actual quantities ordered as circumstances may require. No guarantees are made concerning actual purchases under this contract. The State makes no guarantee or representation as to the amount of work that will be required during the term of this contract.

8. PRICE REDUCTION

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

9. PRICE INCREASE

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

Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State.

10. CONTRACT ADMINISTRATION

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

11. NOTICES

All notices, requests, demands, consents, approvals, and other communications which may or are required to be served or given hereunder (for the purposes of this provisions collectively called “Notices”), shall be in writing and shall be sent by certified United States mail, return receipt requested, or by any other method that provides evidence of receipt, addressed to the party or parties to receive such notice as follows:

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group 1739 W. Jackson Street, MD 100P

Phoenix, Arizona 85007-3276

b. If intended for the Contractor, to the address as identified in the Contractor’s electronic vendor profile.

Or to such other address as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so mailed shall be deemed to have been given as of the date such notice is received as shown on the return receipt. Furthermore, such notice may be given by delivering personally such notice, if intended for the State, to the Arizona Department of Transportation, Procurement Officer and, if intended for the Contractor, to the person named on the Offer & Contract Award of this contract, or to such other person as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so delivered shall be deemed to have been given as of the date such notice is personally delivered to the other party.

12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

This Contract may be cancelled if the 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 devices, knives or blades of more than three (3) inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property.

Further, if the Contractor or any subcontractors or others in the employ of under the supervision of the Contractors or subcontractors, are asked by an ADOT official to leave the ADOT property, they are advised that failure to comply with such a request shall result in cancellation of the Contract and anyone who refuses, whether armed or not, is subject to prosecution under A.R.S. §13-1502, “Criminal trespass in the third degree: classification.”

13. REVIEW OF CONTRACTOR’S WORK

Work performed by the Contractor shall be subject to periodic reviews and partial acceptance at various stages. The Department reserves the right to make such reviews and pass upon the acceptability of the Contractor’s work. Partial acceptance shall not relieve the Contractor’s obligation to correct, without charge, any errors in the work performed under this contract.

14. ACCURACY OF WORK

The Contractor shall be responsible for the accuracy of the work and shall promptly make all the necessary revisions or corrections resulting from errors and omissions on the part of the Contractor without additional compensation. Acceptance of the work by the Department shall not relieve the Contractor of the responsibility for subsequent correction of any such errors and clarification of ambiguities.

15. INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona.

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

16. INSURANCE

The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the Department. Certificate(s) shall be received within ten (10) 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 o Each Accident $1,000,000 o Disease – Each Employee $1,000,000 o Disease – Policy Limit $1,000,000

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

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

4. Professional Liability (Errors and Omissions Liability)

• Each Claim $2,000,000

• Annual Aggregate $2,000,000

a. In the event that the Professional Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two (2) years beginning at the time work under this Contract is completed.

b. The policy shall cover professional misconduct or negligent acts for those positions defined in the Scope of Work of this contract.

B. Additional Insurance Requirements

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

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

2. 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 (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative’s Name, Address & Fax Number).

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

3. All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. 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 this 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.

17. USAGE REPORT

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 Exhibit 3, Quarterly Contract Usage Report. Usage reports shall be submitted to the Procurement Officer no later than 30 days after the end of each quarter.

Usage report quarters shall be defined as follows:

January through March – Report due April 30

April through June – Report due July 30

July through September – Report due October 30

October through December – Report due January 30

18. KEY PERSONNEL

It is essential that the Contractor provides adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract. The Contractor must agree to assign specific individuals to the key positions. Key Personnel is defined as Contractor Appraiser approved by the

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

19. 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.

20. PROJECTS AS ASSIGNED

Projects will be assigned on a competitive basis. The Department may invite a minimum of three Contractors in the appropriate category to propose on each Task Assignment. If a project requires specialized skills or for certain business reasons, it may be in the Department’s best interest to contact fewer than three Contractors without regard to competition.

The Department will select the most qualified Contractor for the project based on the criteria in the Task Assignment.

The Department will make determination of the acceptability of work. Work shall be completed in a responsive and professional manner in accordance with the requirements incorporated in the formal authorization.

Each project Task Assignment issued by the Department will be funded through separate Purchase Orders. A purchase order shall be issued as a “notice to proceed” for each Task Assignment. For any work crossing State fiscal years, the purchase orders will be replaced at the beginning of the next fiscal year. The lesser of the hourly rate quoted in the proposal or the hourly rate from the contract shall prevail.

21. TASK ASSIGNMENT AND PURCHASE ORDERS

The Department will issue a Task Assignment for each project to Contractors in the appropriate category.

Contractors shall not perform work for the Department unless the Department Representative and the Contractor have agreed on a Scope of Work, and a Task Assignment and Purchase Order have been assigned for the project. The hard-copy Purchase Order with Purchase Order Number shall be considered the notice to proceed with awarded tasks.

Task Assignments shall include the information necessary to propose. Typical information in a Task Assignment includes: statement of need, project objectives, project manager, budget and scheduling, invoicing and progress reporting requirements, and administrative notes and requirements. Nothing in a Task Assignment shall be allowed to remove or substantively alter any terms and conditions of this contract.

22. TRAVEL

Travel expenses authorized in advance and incurred at off-site assignments will be reimbursed at cost, in accordance with the State of Arizona Travel Policy and the ADOT Travel Authorization Policy and Procedure hereby incorporated herein. State travel policy includes the travel reimbursement schedules. Actual receipt for travel must be submitted for reimbursement of allowable direct costs (lodging, automobile, meals, etc.).

The travel policies may be accessed via the internet at the State of Arizona, General Accounting Office's website (http://www.gao.az.gov/travel/) and State of Arizona, Department of Transportation’s website (http://www.azdot.gov/business/Procurement).

23. CONTRACTOR SELECTION FROM MULTIPLE CONTRACTS

The Department makes no guarantee as to the amount of work to be assigned to any Contractor and may exercise its option not to utilize the services requested herein. Selection will be at the sole discretion of the Department. The Department is under no financial obligation to any selected Contractor unless the Department issues a Purchase Order for a specific requirement.

24. 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.

25. CONTRACT ORDER OF PRECEDENCE

In the event of a conflict in the provisions of the Contract, as accepted by the Department and as they may be amended, the following shall prevail in the order set forth below:

Federal Provisions

Special Terms and Conditions

Uniform Terms and Conditions

Statement or Scope of Work

Specifications

Attachments

Exhibits

Special Instructions to Offerors

Uniform Instructions to Offerors; and

Other documents referenced or included in the Solicitation

26. POST AWARD MEETING

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

http://www.gao.az.gov/travel/ http://www.azdot.gov/business/Procurement

EXHIBIT 1

Title VI/Non-Discrimination Assurances

Appendix A

During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows:

1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department of Transportation, the Federal Highway Administration, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.

2. Non-discrimination: The contractor, with regard to the work performance by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.

3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and Regulations relative to Non-discrimination on the grounds of race, color, or national origin.

4. Information and Reports: The contractor will provide all information and reports required by the Acts, the

Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient or the Federal Highway Administration to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or the Federal Highway Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the Federal Highway Administration ,may determine to be appropriate, including, but not limited to:

a. withholding payments to the contractor under the contract until the contractor complies;

and/or

b. cancelling, terminating, or suspending a contract, in whole or in part.

6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with request to any subcontract or procurement as the Recipient or the Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States.

EXHIBIT 2

Title VI/Non-Discrimination Assurances

Appendix E

During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

Pertinent Non-Discrimination Authorities:

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et. seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin): and 49 CFR Part 21.

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et. seq.), (prohibits discrimination on the basis of sex);

• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et. seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;

• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et. seq.), (prohibits discrimination on the basis of age);

• Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and…