CTR057382_Contract_Documents.pdf

Procurement OFFER AND ACCEPTANCE

Solicitation No: BPM003491 Available online at https://app.az.gov

Rev 04/2020

OFFER

TO THE STATE OF ARIZONA:

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

CTC & Associates LLC Offeror (Company) Name Signature of Person Authorized to Sign Offer

4805 Goldfinch Dr. Patrick C. Casey July 19, 2021 Address Printed Name Date

Madison WI 53714 CEO City State Zip Title patcasey@ctcandassociates.com 608-345-8601

Email Address Phone Number patcasey@ctcandassociates.com (none)

Company Email Address Fax Number

By signature in the Offer section above, the Offeror certifies that the submission of the Offer did not involve collusion or other anticompetitive practices.

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

The Contractor is now bound to perform based upon Contract Number _________________________________including all terms, conditions, specifications, amendments, etc., and the Contractor's offer as accepted by the state.

The Contractor is hereby cautioned not to commence any billable work or provide any material, service or construction under this contract until contractor receives a purchase order document.

State of Arizona

Effective this day of 20

Procurement Officer Awarded Date

DocuSign Envelope ID: AB0551A9-1747-4ECD-A8C8-3997955AAE10

9/24/2021

DocuSign Envelope ID: DF25B8FB-31DE-4CA0-95B1-6201B647A9CC

CTR057382

27th 21September

Procurement

ARIZONA DEPARTMENT OF TRANSPORTATION

1739 W. Jackson Street, MD 100P

Phoenix, AZ 85007 602.712.7211

Solicitation Amendment Summary SOLICITATION NO.: BPM003491 AMENDMENT NO.: One (1)

DESCRIPTION: Technical Writing and Technical Editing Services

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, Paragraph 4.2 Discipline 2 - Technical Editing, Section 4.2.4., Sample Pricing, has been revised to read:

Samples Pricing: For Samples pricing for Final Reports (Editing and Section 508) attach a completed Budget using the template provided that details the pricing for a sample product.

The total amounts entered in APP must match the total amounts indicated on the Budget form.

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

Rev. 04/2020

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM003491

DESCRIPTION: Technical Writing and Technical Editing Services

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

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 10

Uniform Terms and Conditions 19

Federal Provisions 28

EXHIBITS

1. Title VI/Non-Discrimination Assurances Appendix A 52

2. Title VI/Non-Discrimination Assurances Appendix E 53

3. ADOT Research Center Quarterly Progress Report 54

4. DBE Contacts 55

5. Billing Summary / Reimbursement Request (BSR) 56

6. Quarterly Usage Report 57

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 Technical Writing and Technical Editing Services.

2. Introduction and Background

2.1. The Department's Research Center needs professional technical writing and editing services from Contractors with proven experience in writing or editing scientific or professional-level technical reports and complying with the U.S. Rehabilitation Act of 1973 (Section 508) technical requirements.

These professional services are needed to assist in producing research products. Products will include, but not be limited to, final research reports, research briefs, and key content summaries.

2.1. The Department's Research Center manages federally funded research studies on various transportation-related topics that range from transportation and engineering to behavioral science and that must be documented and made publically accessible. Written documentation must meet federal standards for accessibility (Section 508) when made electronically available to the public.

Information on Section 508 and its requirements are available at https://section508.gov/create and at https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines.

2.2. Technical writers generate and prepare research study documents to communicate complex technical information to a select audience. They organize and write material according to Research Center standards regarding order, clarity, conciseness, style, and terminology. Assignments may require writers to interview project consultants and ADOT staff and to read journals and other material to become familiar with relevant technologies and production methods.

2.3. Technical editors read research reports to detect and correct errors in spelling, punctuation, and syntax; read, evaluate, and edit research materials and may confer with project consultants regarding recommended changes in content, style, or organization; and may prepare, rewrite, and edit documentation to improve readability. Editors may remediate digital material for compliance with Section 508 of the U.S. Rehabilitation Act of 1973.

3. General Requirements

3.1. A Task Assignment or a Request for Project Quote will be distributed for each work project scope to include any applicable minimum tasks, deliverables, performance measures, and other programmatic requirements. Submission requirements for each work project scope will be indicated in the request.

3.2. Requested services may include writing final reports in collaboration with project consultants; writing research briefs, to include interviewing stakeholders; and related tasks; remediating final reports for compliance with Section 508 of the U.S. Rehabilitation Act of 1973 in formats such as Microsoft Word, Google Docs, Adobe Acrobat Pro, and Adobe InDesign; drafting technical instructions on making files compliant with Section 508; synthesizing complex information into summaries; editing final reports with technical graphs and tables; and performing other related tasks to be determined.

To work on a research product, a technical writer or editor does not need to be expert on the specific topic, but does need to be experienced in collaborating with technical professionals, reading and analyzing technical literature, comprehending complex concepts, organizing details, and applying logic and critical thinking.

https://section508.gov/create https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines https://www.access-board.gov/guidelines-and-standards/communications-and-it/about-the-ict-refresh/final-rule/text-of-the-standards-and-guidelines

3.3. The scope of work provides minimum tasks and deliverables to be included. Most technical editing assignments involve final research reports. The majority of Research Center writing assignments fall into three categories -- research final reports, key content summaries of technical memoranda, and research briefs. These three products require different writing skills and will require a skilled writer or writers with the appropriate expertise. A writer is not required to be adept in all formats.

3.3.1. Final research reports, which address a broad audience that may include executives, practitioners, and the media, summarize a research study's recommendations and findings and are written in an objective technical style with fewer than 50 pages. The final report is not a compendium of the technical memoranda, but shall be a narrative that captures key points from the various deliverables throughout the project.

3.3.2. Key content summaries accompany technical memoranda, which the researcher writes for professional engineers and other technical practitioners. The technical writer will write the key content summary to demonstrate the writer's understanding of the data and other complex information in the technical memo and of the content's relationship to the research study objectives. The writer will use the summaries collectively when developing the final report. The key content summaries will document the most pertinent content from the technical memos that will be considered for inclusion in the final report, but they will not be a collection of meeting notes or excerpts from the technical memos.

3.3.3. Research briefs condense a completed research study's objectives and results into a journalistic-style two-page article. The writer must interview key stakeholders to write a brief based on the final report, which will be supplied. The research brief text will be written, reviewed, and upon ADOT approval inserted into the supplied template (currently InDesign) for final layout.

4. Specific Requirements

4.1. The primary objective of this On-Call is to deliver products that have been professionally written, edited, and made compliant with Section 508 so they may be made available to the public as determined by the Department. Technical writing and editing requirements vary, depending on the research document to be written or edited. The requirements listed herein summarize, but are not limited to, the expected needs for most work assignments.

4.2. All services shall comply with the Research Center's current style guide (available online at https://azdot.gov/sites/default/files/media/2021/06/2021-ResearchCtr-Style-Guide.pdf) the Chicago Manual of Style, 15th or 16th edition; and the highest standards of technical writing and editing.

4.2.1. The work performed shall be based on Department Request for a Work Project Quote (Request). Each Request will include the discipline to be performed and provide all relevant submission deadlines and document details.

4.2.2. Quarterly Reports: The contractor shall submit a project status report for each calendar quarter using a prescribed report template to be provided by the Department's project manager. The report will be submitted on the 15th day of the third month of each calendar quarter (March, June, September, and December).

https://azdot.gov/sites/default/files/media/2021/06/2021-ResearchCtr-Style-Guide.pdf

4.2.3. Reaching Project Objectives: Tasks in each Request are designed to accomplish project objectives. If, after the award, critical tasks or products must be changed or added in order to reach the stated objectives, a summary of revisions and a revised budget that clearly demonstrates the original scope, the changes needed, and a justification for the changes shall be submitted. Such a modification must be requested by the ADOT project manager, approved by the MPD Budget Owner, verified by MPD Contracts, and accepted by ADOT Procurement; and a revised contract and/or purchase order must be issued prior to engaging in the work. The Department reserves the right to remove or reduce any tasks during the life of the project that are deemed unnecessary or no longer necessary to reach the project objectives. In the event the Contractor has already begun working on removed or reduced tasks, the Department will reimburse that portion of the costs sufficient to make the Contractor whole, as required in federal regulations.

4.3. Discipline 1: Writing -- Writing must be technically credible with expert practitioners, and it must be clear, accurate, objective, and professional rather than colloquial, familiar, and promotional. No marketing or public relations-style writing is desired, and the level of writing shall range from academic to executive levels. The requested service will indicate the intended audience and level of writing to be used.

4.3.1. The technical writer will plan, develop, organize, and write clear, accurate content regarding complex information, which may include statistics, equations, graphs and tables, or engineering data. Information sources may include, but are not limited to, research consultants, ADOT subject matter experts, and technical literature.

4.3.2. Content and formatting of written material will comply with the highest standards of technical writing and with the requirements of the Research Center's current style guide, which refers to standards for Section 508 compliance.

4.3.3. Writing must use grammatically correct American English without errors in syntax or word usage.

4.3.4. Writing will flow clearly with logical progression and supported statements, and it will demonstrate critical thinking.

4.3.5. Literature references will be cited in text according to the Chicago Manual of Style author-date format and will be listed in a properly formatted references section.

4.3.6. The writer will collaborate with the research consultants, Research Center project manager, ADOT subject matter experts, and other stakeholders as required.

4.4. Discipline 2: Editing -- Editing will produce clear, accurate content and will ensure compliance with the Research Center's current style guide and with the highest standards of technical writing. Editing tasks shall include, but not be limited to:

4.4.1. Editing for content with exchange of editorial comments and responses from the project manager, to include but not be limited to:

4.4.1.1. Critiquing for logical organization and flow; may include moving text segments, making limited rewrites, or making such suggestions in comments

4.4.1.2. Rewriting verbose sentences for clarity

4.4.1.3. Verifying the accuracy and consistency of tables, graphs, and charts and noting errors for later correction by either the Contractor or the original consultant

4.4.1.4. Verifying correct and consistent use of measurement units in the presentation of data

4.4.1.5. Verifying that sources are cited in a references section, that source citations in the text are properly formatted, that the listed references are correctly and completely formatted, and that quotes are accurate and properly cited

4.4.1.6. Verifying that figure captions are complete and accurate, and that all elements of figures, such as inset photographs, are correctly accounted for in their corresponding captions

4.4.2. Editing for grammar, syntax, style, and clarity with exchange of editorial comments and responses from the project manager. Editing shall include, but not be limited to:

4.4.2.1. Correcting typographical errors

4.4.2.2. Making suggestions for missing words and odd word choices

4.4.2.3. Rewriting sentences to achieve parallelism (especially in bullet lists) and to correct dangling modifiers

4.4.2.4. Correcting subject-verb disagreement and article disagreement

4.4.2.5. Correcting misuse of comparative terms, pronouns, punctuation, and capitalization

4.4.2.6. Correcting wrong or inconsistent use of abbreviations, symbols, and acronyms

4.4.2.7. Correcting improper use of prepositions

4.4.3. Performing necessary checks and remediation to the provided source documents to make them compliant with Section 508, which requires accessibility to electronic documents by persons with visual and other disabilities.

4.4.4. Formatting the report for publication according to the current Research Center style guide and performing Section 508 checks and remediation to the PDF version of the document.

5. Contractor’s Responsibilities

5.1. Pursuant to 2 CFR §200.330, any contract awarded to accomplish this project establishes a Contractor relationship with the Department and shall not establish a Subrecipient relationship and the disbursement of Federal program funds casts the party receiving the funds in the role of a Contractor.

5.2. The Contractor shall respond to Requests for Project Quotes within the designated schedule, supplying all requested information in the forms or formats as designated.

5.3. The Contractor shall provide accurate, high quality services, in-scope, in-budget, and on-schedule.

5.4. Maintain knowledge of the Research Center’s current style guide specified at https://azdot.gov/sites/default/files/media/2020/03/Specifications-for-Preparing-Written-Research- Deliverables-2020.pdf.

5.5. The Contractor shall be diligent in maintaining open communication with the Department, and especially the ADOT project manager, MPD Contracts, and MPD Finance, as necessary. Work shall be completed in a responsible and professional manner and in accordance with the specifications, schedules, work plan, performance indicators, and operating standards as designated in the project.

5.6. The Contractor shall be responsible for submitting deliverables to the ADOT project manager. All deliverables will be reviewed and commented on by the PM. The PM will compile comments and provide direction to the Contractor, who will revise the deliverable(s) to the PM’s satisfaction. The PM’s approval of the revised deliverable is necessary before the Contractor may submit an invoice.

5.7. Every named author to the final report must list their full name with their ORCID (Open Researcher and Contributor identification code); codes are obtained by registering for free at orcid.org.

5.8. Submit Public Records Requests for informational requests related to the research other than the data, statistics, presentations, videos, graphics, etc. as agreed upon in the work plan, through the Public Records Request required by ADOT Risk Management. Instructions are found at https://www.azdot.gov/docs/default-source/media/15-046_instructions.pdf?sfvrsn=4.

5.9. To meet the requirements of the Department and 23 CFR 420.117(e), the Supplier and its Sub- Contractors shall include the following disclaimer in each deliverable.

5.9.1. Privileged Document prepared for the ADOT Research Center, Arizona Department of Transportation

5.9.2. This uncorrected draft document, not released for publication, is submitted by the contractor.

It is distributed only for review purposes to members of the study’s technical advisory committee and other ADOT participants. Regard this document as fully privileged, and any dissemination of the information herein must first be approved in writing by the ADOT Research Center.

5.9.3. The contractor is not entitled to a copyright or any intellectual property rights under this project. The contractor shall not release any material, report, or other document related to this project without the written approval of the ADOT Research Center. Pursuant to 23 CFR 420.121, the funding Federal agency, the Federal Highway Administration, reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for government purposes.

5.9.4. The opinions and conclusions expressed or implied herein are those of the contractor. They are not necessarily those of the ADOT Research Center, the technical advisory committee, or of ADOT.

5.9.5. This study was funded in part by the Federal Highway Administration, U.S. Department of Transportation. The contents of this document reflect the views of the authors, who are responsible for the facts and the accuracy of the data, and for the use or adaptation of previously published material, presented herein. The contents do not necessarily reflect the official views or policies of the Arizona Department of Transportation or the Federal Highway Administration, U.S. Department of Transportation. This document does not constitute a https://azdot.gov/sites/default/files/media/2020/03/Specifications-for-Preparing-Written-Research-Deliverables-2020.pdf https://azdot.gov/sites/default/files/media/2020/03/Specifications-for-Preparing-Written-Research-Deliverables-2020.pdf https://www.azdot.gov/docs/default-source/media/15-046_instructions.pdf?sfvrsn=4 standard, specification, or regulation. Trade or manufacturers’ names that may appear herein are cited only because they are considered essential to the objectives of the report. The U.S.

government and the State of Arizona do not endorse products or manufacturers. © {InsertYear} Arizona Department of Transportation. All rights reserved.

5.10. The Contractor shall not be entitled to a copyright or any intellectual property rights under this Project.

5.11. The Contractor shall not release any material, report, or other document related to this project without the written approval of the ADOT Research Center. The Contractor shall not present information related to this project without the written approval of the ADOT Research Center.

5.12. The Contractor must request and obtain written permission from the ADOT Research Center prior to publishing or otherwise sharing information related to the project.

5.13. Federally-funded Projects: Pursuant to 23 CFR 420.121, the Department may copyright any books, publications, or other copyrightable materials developed in the course of a Project. The funding Federal agency reserves a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for Government purposes.

5.14. Pursuant to 23 CFR 420.121 (i), patents and inventions developed in the course of the Project are subject to federal standard patent rights at 37 CFR 401.14, incorporated herein by reference. The Contractor will retain all rights provided for the State in this clause, and the State will not, as part of the consideration for awarding the contract, obtain rights in the Contractor's subject inventions.

However, the State shall be granted an immediate, irrevocable right to use, without royalty or fee, the subject invention for its purposes related to this project.

5.15. Combined with the professional Expertise & Experience, project staff ensures that qualified individuals will perform the task work elements and that the Department’s project manager knows who will be performing each task. Individuals designated as key staff are considered as being responsible for overall performance of a scope. Changes in team members who are not key staff are subject to approval by the ADOT project manager and do not require a contract amendment. Any additions or changes of key staff must be approved by the ADOT project manager and must be added by contract amendment through ADOT Procurement.

5.16. All Contractors/Sub-Contractors must be registered in the Arizona Procurement Portal and in the ADOT DBE (Disadvantaged Business Enterprise) System. For DBE Sub-Contractor/Contractor removals from an active Project, a Termination / Substitution / Reduction Request Form (Form 108C) is required, followed by approval from the ADOT Business Engagement and Compliance Office (BECO).

If a replacement DBE sub-contractor shall be added to the project and/or the same goal committed to on the approved DBE forms will be met, no additional forms are needed. If this is not the case, then the Good Faith Effort (GFE) is also required. All forms are available at https://azdot.gov/business/procurement/federal-forms-and-provisions under the heading Services (Without Goal) - On-Call.

5.17. Modifications: Work cannot proceed until appropriate financial processing has occurred and any federal approvals are received when and where necessary and a modified purchase order is issued.

All work changes must be reviewed by the Contracts Program Manager and ADOT Procurement in advance of proceeding to ensure the change is permissible under both State and Federal requirements and regulations. All changes must be approved and a revised Purchase Order (PO) must https://azdot.gov/business/procurement/federal-forms-and-provisions be issued prior to work commencing. Any work started prior to a revised purchase order being issued will be considered work contemplated under the original task assignment and not eligible for price increase.

5.17.1. All modification requests must include: MPD tracking number, Procurement Contract Number, Arizona Procurement Portal (A.P.P.) Purchase Order Number, the firm’s AZ DBE Certification Status, legal name, mailing address, contact name, contact phone number, Arizona Procurement Portal (A.P.P.) Vendor Number, AZ DBE System Vendor Number, email address, and the firm’s DBE Compliance contact name/email.

5.17.2. Explain in the request why the firm needs to be added or removed. Requests for addition must include a brief profile summary for the firm and the expertise, and recent experiences related to the project. Key Sub-Contractor/Contractor staff experience and credentials should be presented in biographical statements. Include a modified budget and hours chart that reflects both the original budget and the relevant changes.

5.17.3. If removal of a DBE Sub-Contractor/Contractor is requested, submit the required form for DBE removal to BECO. The Contractor must copy on the form submission and make sure the response from BECO is forwarded to: the ADOT Procurement Officer, the ADOT PM, and MPDContracts@azdot.gov.

5.17.4. Modifying sub-contractors will require submission of revised DBE forms and approval from BECO and ADOT Procurement if the modifications alter the DBE commitment on the project.

5.17.5. Final approval rests with the ADOT Procurement Officer. The ADOT Procurement Officer will obtain approval from MPD Contracts who will obtain approval from the ADOT PM.

6. Department’s Responsibilities

6.1. Assign a project manager who is responsible for directing, reviewing, and approving Contractor's work products and invoices.

6.2. Decide all questions that may arise as to the quality and acceptability of any work performed under the contract.

6.3. Make available relevant department data, statistics, presentations, videos, graphics, etc. as agreed upon in the work plan.

6.4. The Department’s project manager shall complete an ADOT Procurement Vendor Performance Report at the conclusion of the Project to document either positive or negative concerns or interactions. Additional Vendor Performance Reports may be completed at any time during the term of the project.

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

MPD Project Tracking Number and Project Title

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

Invoicing shall be submitted using the provided MPD Billing Summary and Reimbursement (BSR) form in such a way that payment may be completed no more than monthly and no less than quarterly as agreed upon in the Work Plan. A single PDF package, assembled in the order with the Billing Report as the first page in landscape format, followed by all required forms of the BSR and then with all other support documentation, and named according to the file naming convention: AgencyName INVxxxx MPDnnnn-yy DateSubmitted.pdf shall be submitted to MPDInvoice@azdot.gov. Line items entered on the BSR must reflect the same line item numbering as are on the Purchase Order.

Submitting an Hours Contribution Table (a tab in the BSR) does not indicate this is a time and materials contract. The Hours Contribution Table is used by the ADOT Project Manager to verify that the effort expected for each scoped work task coincides with the effort expended by the supplier.

Prompt Payment: Pursuant to 49 CFR 26.29 prime suppliers must pay Sub-Contractors for satisfactory performance (i.e., all the tasks called for in the subcontract for the invoicing period have been accomplished and documented as required by ADOT and any deliverables are approved by ADOT) of their contracts no later than 7 days from receipt of each payment ADOT makes to the prime supplier. The prompt payment provision applies to Sub-Contractors at all tiers. This applies to all Sub-contractors, not just DBEs. Primes are herein notified they are prohibited from holding retainage from Sub-Contractors on this Project pursuant to 49 CFR 26.29.b(1).

In the event the Prime fails to invoice ADOT according to its scheduled invoicing activities, and in any case where a Prime’s invoice has been rejected through no fault of the sub-contractor’s performance, the Prime shall pay the sub-contractor for satisfactory work completed in no more than 30 calendar days from receipt of invoice for that work.

Direct Costs: All direct costs must be supported by receipts indicating payment information and date paid, and other suitable and appropriate documentation. Travel expenses will be reimbursed in accordance with the State Travel Policy. The State travel policy may be accessed via the internet at the State of Arizona, General Accounting Office’s website at (https://gao.az.gov/travel/welcome-gao-travel). Specifically, vendor travel is addressed under the State of Arizona Accounting Manual (SAAM), Section 50: Travel, Sub-Section 65.

Travel - Advance Authorization: MPD does not use a travel approval form or formal advance approval process except that use of rental vehicles must be approved by ADOT FMS in advance. Travel indicated in the scope and identified in the awarded work plan is considered authorized to be reimbursed in accordance with the AZ State Policy with total actual costs not to exceed the budget established. As with all changes, if travel must be added subsequent to award, the change order process must be completed prior to incurring charges or those expenditures will not be reimbursable.

Fiscal Year End: The budgeting process and procurement portal process requires that purchase orders be closed out at the end of the State Fiscal Year (June 30th). An invoice for any billable amounts for completed/accepted items through the period ending June 30th should be submitted no later than July 10th each year. Work should not be stopped when the purchase order is closed for the fiscal year ending unless specifically notified to do so. The new replacement purchase order will be generated as soon as the remaining balances for the project are verified, subject to resource availability.

Final Invoice: When submitting the Final Invoice on the Project, make sure to pay attention to any DBE requirements. A close-out form Certification of Final DBE Payments (210PS) is required for every participating DBE and must be signed by the Prime and the DBE. Final certification forms may be obtained from https://www.azdot.gov/business/business-engagement-and-compliance/dbe-compliance/adot. An invoice marked "final" triggers closeout of the work project, purchase order, and funding. No further retainage or payments may be made on the project after the final invoice is received. A financial closeout letter may be requested by the Department to verify payment receipts and that the Contractor’s financial office agrees the project is ready to close.

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

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

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

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

7. ESTIMATED USAGE

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

8. PRICE REDUCTION

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

9. PRICE INCREASE

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

10. CONTRACT ADMINISTRATION

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

https://www.azdot.gov/business/business-engagement-and-compliance/dbe-compliance/adot

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

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

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, are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his 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 might arise out of the performance of the work under this contract by the Contractor, its agents, representatives, employees or subcontractors, and 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 – Occurrence Form

Policy shall include bodily injury, property damage, personal and advertising injury 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 (Blanket Endorsements are not acceptable) to include the following additional insured language: “The State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.” Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract.

b. Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are not acceptable) 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 vehicles used in the performance of this Contract.

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

a. The policy shall be endorsed (Blanket Endorsements are not acceptable) to include the following additional insured language: “The State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor, involving automobiles owned, leased, hired or borrowed by the Contractor.” Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract.

b. Policy shall contain a waiver of subrogation endorsement (Blanket Endorsements are not acceptable) 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.

c. Policy shall contain a severability of interest provision.

3. Worker's 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 (Blanket Endorsements are not acceptable) 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: Separately, EACH contractor or subcontractor exempt under A.R.S. § 23-901, AND when such contractor or subcontractor executes the appropriate waiver (Sole Proprietor/Independent Contractor) form.

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 that 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 (Blanket Endorsements are not acceptable) to include, the following provisions:

1. The Contractor's policies shall stipulate that the insurance afforded the contractor shall be primary insurance and that any insurance carried by the Department, and 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. Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract.

C. NOTICE OF CANCELLATION: With the exception of (10) day notice of cancellation for non-payment of premium, any changes material to compliance with this contract in the insurance policies above shall require (30) days written notice to the State of Arizona. Such notice shall be sent directly to the Department and shall be sent by certified mail, return receipt requested.

D. ACCEPTABILITY OF INSURERS: Contractors 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 (ACORD form or equivalent approved by the State of Arizona) as required by this Contract.

The certificates for each insurance policy are to be signed by an authorized representative.

All certificates and endorsements (Blanket Endorsements are not acceptable) are to be received and approved by the State of Arizona before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract.

All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project 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: Contractors’ certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to the State of Arizona separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above.

G. APPROVAL: Any modification or variation from the insurance requirements in this Contract shall be made by the contracting agency in consultation with the…