CTR057885_Contract_Documents.pdf

OFFER AND ACCEPTANCE

Solicitation No: BPM003158 Available online at https://app.az.gov

Rev 12/2018

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.

Offeror (Company) Name Signature of Person Authorized to Sign Offer

Address Printed Name Date

City State Zip Title

Email Address Phone Number

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

HDR Engineering, Inc.

20 E. Thomas Road, Suite 2500

Phoenix AZ 85012

Aaron.Meilleur@hdrinc.com

Aaron.Meilleur@hdrinc.com

Aaron Meilleur 02.18.21

Project Principal/AZ & NM Area Manager

602.474.3921

602.522.7707

DocuSign Envelope ID: 0EAB955F-ACD2-461D-92E7-E4E644D1BBC7

CTR057885

November

11/4/2021

5th

Procurement

ARIZONA DEPARTMENT OF TRANSPORTATION

1739 W. Jackson Street, MD 100P

Phoenix, AZ 85007 602.712.7211

Solicitation Amendment Summary SOLICITATION NO.: BPM003158 AMENDMENT NO.: One (1)

DESCRIPTION: Grant Writing On-Call

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. The solicitation due date time has been changed from February 16, 2021 at 3:00 p.m. MST to February 18, 2021 at 3:00 p.m. MST.

2. The Items F tab for solicitation BPM003158 Grant Writing On Call in the Arizona Procurement Portal has been revised to reflect the following changes:

Line items 1, 2, 3, 9, 10, 12, 13, 15, 17, 20, 21, 22, 23, 24 and 25 have been removed.

Job classification, “Technical Expert”, has been added to the line items.

Line item #11 has been changed from “Graphics Designer” to “Graphics Designer, Specialist, Support”.

3. The Budget Template from the Financial Questionnaire has been removed.

4. 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: BPM003158

DESCRIPTION: Grant Writing On-Call

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.

Saranna Davidson Procurement Officer Phone: (602) 712-8519 Email: SDavidson@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 contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin in consideration for an award.

Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712-2089. 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/

TABLE OF CONTENTS

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 7

EXHIBITS

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

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

3 - Billing Summary 20

4 - Request for Project Quote 21

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 qualified contractors to assist ADOT Multimodal Planning Division (MPD), Grant Coordination group, with USDOT / FHWA grant writing.

2. Introduction and Background

2.1. The purpose of this Grant Writing On-Call is to provide specialized, grant-specific expertise and assistance in writing grant applications or grant proposals for submission to grant-issuing agencies. The on-call contracts will be used by the Arizona Department of Transportation for grant opportunities through the U.S. Department of Transportation (USDOT) or its agencies. The most common federal grant opportunities include the USDOT’s BUILD (Better Utilizing Investments to Leverage Development), INFRA (Infrastructure for Rebuilding America), and CHBP (Competitive Highway Bridge Program) grants. All finished grant applications or grant proposals will be submitted to the federal agencies by the Department staff.

2.2. While most of the grant applications pursued by the Department are related to infrastructure design and construction, there are grant opportunities for planning, studies and research, law enforcement assistance, budget and finance issues, and other topics related to highway transportation. Consultants awarded with a task order shall provide on-call grant-writing services to assist the Department with preparing competitive and compelling grant applications or grant proposals as requested.

2.3. There are a variety of other federal and non-federal grant opportunities throughout the year that the Department may explore, but they will not be the primary focus of work distributed through this Grant Writing On-call. However, work on those other grant opportunities may also be distributed through this On-call. Additionally, some grant proposals may be developed in collaboration with partnering public or private agencies, tribal agencies, universities, non-profit organizations, and others.

3. General Requirements

3.1. All initial coordination prior to the Department’s decision to apply for a grant is carried out by a

Grant Coordinator. The contractor’s responsibility is to assist the Grant Coordinator by understanding how the identified project fulfills merit criteria detailed in the NOFO (Notice of Funding Opportunities) or NOFA (Notice of Funding Availability), collecting and compiling necessary data, analyzing data, meeting with the working group, writing the grant application or grant proposal in its entirety, and delivering electronic and hardcopies of the grant documentation prior to the grant submission deadline. The Grant Coordinator manages the grant writing project from start to finish and submits the grant application or grant proposal through the appropriate portal as designated by the funding agency.

4. Specific Requirements

4.1. Each grant NOFO/NOFA or the relevant application package designates specific submission requirements. The typical major tasks in writing a grant application are outlined. Tasks may vary by Request for Project Quote. Each Request for Project Quote will accommodate all these major tasks unless otherwise specified in the work project quote request or until the Contractor has requested variation and obtained approval from the Grant Coordinator.

4.1.1. Project Coordination Support

4.1.1.1. Project kickoff meeting with the Department (ADOT)

4.1.1.2. Coordinating and attending grant team meetings with the Department (number of meetings varies by grant type)

4.1.1.3. Coordinating and attending grant-related ad-hoc meetings with the Department (if needed)

4.1.1.4. One or two grant application review meetings to discuss/address comments and finalize the grant application package for submission (number of meetings varies by grant type)

4.1.1.5. Summarizing grant application related discussions, comment resolution and finalization of application package

4.1.2. Prepare Draft Grant Application

4.1.2.1. Develop a detailed outline for the grant application preparation according to the requirements and selection criteria stated in the NOFO/NOFA. Major items include but are not limited to:

4.1.2.1.1. Project narrative in the prescribed format as stated in the NOFO/NOFA, e.g., cover page, executive summary, project narrative, including project description, project location including maps/graphics, project parties, grant funds, sources and uses of all project funding, merit criteria, project readiness, large/small project requirements.

4.1.2.1.2. Data-driven discussions of how the proposed project meets the merit criteria, e.g., support of national/regional economic vitality, leveraging federal funding, potential for innovation, performance and accountability, and other factors stated in the NOFO/NOFA.

4.1.2.1.3. Discuss other benefits stated in the NOFO/NOFA, e.g., reduced travel time, increased safety, reduced vehicle operating costs, savings in maintenance cost to the public, reduced damages from vehicle emissions, increased reliability of travel time.

4.1.2.1.4. Technical feasibility, project schedule, required approvals, Benefit-Cost

Analysis, project risks and mitigation strategies following the NOFO/NOFA.

4.1.2.1.5. Clarifications with the Grantor (e.g., USDOT) on any unclear items stated in the NOFO/NOFA.

4.1.2.2. Develop a comprehensive list of data, information and documentation needed to complete the grant application. Utilize available data, analyze data and develop tables, graphics, etc. as applicable per NOFO/NOFA. Review, discuss and resolve any issues in coordination with the Grant Coordinator.

4.1.2.2.1. The Department will provide most of the information and data. Other data may need to be collected from relevant agencies or sources.

4.1.2.2.2. The Department’s Financial Management Services will confirm availability of matching funds, as needed, for the grant application.

4.1.2.2.3. The Department’s Government Relations group will seek and provide necessary support letters.

4.1.2.2.4. The Department’s JPA/IGA will assist with any agreements between agencies.

4.1.2.3. Develop a schedule for the application process and budget to successfully complete this task order and help the Department’s Grant Coordinator submit the grant application successfully.

4.1.3. Prepare Final Grant Application

4.1.3.1. Prepare a complete grant application package after addressing all comments to the Department’s satisfaction and approval by the Department’s project manager. Final grant application files shall be provided in electronic form (e.g., forms, narratives, appendices) that can be successfully submitted by the stated deadline and a stand-alone, one-page executive summary.

4.1.3.2. Provide twenty (20) spiral-bound full-bleed colored hardcopies of the application narratives.

4.1.3.3. Provide twenty (20) full-bleed colored hardcopies of the stand-alone executive summary.

5. Contractor’s Responsibilities

The Contractor shall:

5.1. Provide accurate, high quality, and timely services.

5.2. Perform tasks and deliver work products as specified in the Request for Project Quote, within budget and schedule. When responding to the Request for Project Quote, use any provided templates or forms and submit all other response information in the format required as specified in the Request for Project Quote.

5.3. Participate in various meetings and public workshops at the request of the Department as necessary to ensure the satisfactory completion of the project.

5.4. Reporting Requirements

5.4.1. The Contractor shall submit written reports as required by the Department and as specified in the Request for Project Quote. The report shall include, at a minimum:

5.4.1.1. Date, Agency’s Contract Number, Project Tracking Number, Project Title, Contact

Information (Name, Address, Phone Number, Email Address), and Purchase Order Number.

6. Department’s Responsibilities

The Department shall be responsible for:

6.1. Developing Request for Project Quote(s) that describes the scope of work and administrative requirements, , stating objectives, deadlines, customer information, deadline for responding, and other pertinent details. The Department will review the response and will either: cancel the work assignment, negotiate the provided response, or issue a purchase order as Notice to Proceed.

6.2. Assign a project manager who is responsible for directing, reviewing and approving a

Contractor’s work products.

6.3. Make available relevant Department documents and information.

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

● MPD Tracking Number and Title

● 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_MPDXXXX-FY_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 the Hours Contribution Table (a tab in the BSR) does not indicate the work project 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.

Invoices submitted properly, 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.

Prompt Payment: Pursuant to 49 CFR 26.29 prime suppliers must pay Subcontractors 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 Subcontractors at all tiers. This applies to all Sub-contractors, not just DBEs.

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 subcontractor for satisfactory work completed in no more than 30 calendar days from receipt of invoice for that work.

Retainage: Primes are herein notified they are prohibited from holding retainage from Sub- Contractors on any Projects released herein pursuant to 49 CFR 26.29.b(1).

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: 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.

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 – Not Applicable

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 – Not Applicable

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 addresses 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 the 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 (5) calendar days of notification of contract award by the Procurement Officer.

16.1 Insurance Requirements

16.1.1 Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.

16.1.2 The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract.

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

16.2 Minimum Scope and Limits of Insurance

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

16.2.1 Commercial General Liability (CGL) – Occurrence Form

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

● General Aggregate $2,000,000

● Products – Completed Operations Aggregate $1,000,000

● Personal and Advertising Injury $1,000,000

● Damage to Rented Premises $ 50,000

● Each Occurrence $1,000,000

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

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

16.2.2 Business Automobile Liability

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

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

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

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

16.2.3 Workers’ Compensation and Employers' Liability

● Workers' Compensation Statutory

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

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

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

16.2.4 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.

16.3 Additional Insurance Requirements

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

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

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

16.4 Notice of Cancellation

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

16.5 Acceptability of Insurers

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

16.6 Verification of Coverage

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

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

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

16.6.3 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.

16.7 Subcontractors

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

16.8 Approval and Modifications

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

16.9 Exceptions

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

17. 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 XX.

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.

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. PROJECT ADMINISTRATION

The Project Manager shall be designated at the time of project assignment. The Project Manager will provide general direction as necessary and be responsible for decisions pertaining to work under this Contract.

21. 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).

22. 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.

23. 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 etseq.), (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 applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

• Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;

• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low- Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;

• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1687 et. seq).

EXHIBIT 3

Billing Summary and Reimbursement Form

EXHIBIT 4

Request for Project Quote

Arizona Department of Transportation

Multimodal Planning Division

DBE Goal 0%: Race Neutral Participation Encouraged CFDA: CFDA Number, Title, and Federal Agency Name and federal % or $

MPD Tracking Number & Project Title {insert}

STATEMENT OF NEED

The Arizona Department of Transportation (ADOT) Multimodal Planning Division (MPD) is seeking a Project Quote for …

PROJECT OBJECTIVES OR BACKGROUND OR INTRODUCTION

PROJECT MANAGER

? will serve as ADOT project manager and will be the Contractor’s primary point of contact for the duration of project. The Contractor will confer with the project manager to address concerns and to provide updates at intervals mutually agreed upon.

WORK TASKS

Task 1: Work plan

Deliverable / Product: Plan of steps required to perform the work Performance Metric:

Task 2: Meeting Plan Deliverable / Product: Contacts List and Timeline

Task 3: Travel Plan Deliverable / Product: List of locations and expected dates for travel

Task FINAL {insert number} Tasks designated in this Project Request for Quote were designed to minimally reach project objectives. Tasks in the final approved work plan are expected to accomplish project objectives. Modifications to approved tasks are permissible to add additional project locations, duration, or repetitions using the same scope of work, including location-specific modifications. Adding tasks, products, or deliverables is permissible if critical to reaching the stated Project objectives. Modifications must be requested by the MPD Project Manager, approved by the MPD Budget Owner, verified by MPD Contracts, and accepted by ADOT Procurement; and a revised purchase order must be issued prior to engaging in the modified work.

DEADLINES for Quote Submission

Questions and Not-Responding Notices related to the task assignment shall be submitted to MPDContracts@azdot.gov no later than ?:00 AM Arizona Time xx/xx/xx {standard 7 DAYS FROM DISTRIBUTION DATE – must allow at least 1 day for questions}.

Responses must be received AT MPDContracts@azdot.gov no later than ?:00 AM Arizona Time on xx/xx/xx {standard 30 DAYS FROM DISTRIBUTION DATE – may be modified based on urgency, etc.}.

Quote Submission Content

Each quote should provide the following information:

Project Summary / Information: Provide a summary to show you understand the Project requirements, and any other relevant Project information.

Team Members: Provide a team roster that shows which staff and/or sub-contractors / staff will be performing this Project. Indicate who will be the primary contacts and contact information.

Schedule: Develop a schedule that will insure that the project is completed by the required deadline.

● Provide bar-type progress charts (Gantt Chart) to illustrate the scheduling and interrelationships among the work tasks.

● Indicate each invoice submission expected on the schedule.

● The final element on the schedule must be the expected final invoice date. The term

“final invoice” means the last dollar to be billed with no future invoices to take place; after payment of the “final invoice” the project’s purchase order and funding will be closed.

mailto:MPDContracts@azdot.gov

Budget Requirements: Use the provided Excel spreadsheet budget template form and attach the spreadsheet to your response as a separate attachment. All the information requested on the form must be provided. The Excel attachment will be excluded from the mandated page count, and is for use in the Responsiveness Review. If you are unfamiliar with Excel, please contact MPDContracts@azdot.gov for assistance.

Fair and Reasonable Pricing: By submitting a Quote, the Contractor acknowledges that this submission and any resulting award do not automatically represent a time and materials contract. The task assignment and response delineates the basis of the price within which the Contractor expects to perform the project. The budget must be based on the not-to-exceed rates as awarded in the Prime’s procurement contract under which this Project was distributed. The pricing submitted shall be reviewed to determine if the pricing is both fair and reasonable for the project. This means the budget reflects a realistic price for services to be performed, maximizes cost efficiencies, and presents reasonable allocations to tasks and activities. The pricing may be negotiated or accepted as provided in the Quote. The final negotiated budget {choose one:

● shall become the not-to-exceed budget for the project, except that direct costs shall be reimbursed at actual price…