CTR059124_Contract_Documents.pdf

Procurement

OFFER AND ACCEPTANCE

Solicitation No: BPM003996 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.

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

Keen Independent Research LLC

Phoenix, Arizona 85004

701 N. 1st Street dkeen@keenindependent.com dkeen@keenindependent.com

David Keen 1/06/2021

Principal

303-522-7298

N/A

DocuSign Envelope ID: 5DB1D67F-8900-4483-B692-9334FEE2B512

2/25/2022

CTR059124

22 February 25th https://app.az.gov/

Rev. 04/2020

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM003996

DESCRIPTION: Disadvantaged Business Enterprise Availability Study and Overconcentration Analysis

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.

Bambi Brenden, CPPB Procurement Officer Phone: 602-712-4294 Email: bbrenden@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.

TABLE OF CONTENTS

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 14

Uniform Terms and Conditions 23

Federal Provisions 33

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 58

2 - Title VI/Non-Discrimination Assurances Appendix E 59

3 - Certification of Final Disadvantaged Business Enterprise (DBE) Payment 310PS 60

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 a Disadvantaged Business Enterprise (DBE) Availability Study and Over Concentration Analysis.

1.2. The purpose of the Study is to determine the proportion of DBEs available to work on federally-funded contracts in Arizona’s transportation industry, to determine if DBEs are having a disproportional impact on any area of the market, to calculate the Department’s overall DBE goals.

2. Introduction and Background

2.1. The Department’s Infrastructure Delivery and Operation Division (IDO) is responsible for overseeing the project development, letting, bidding, and award of highway, bridge and related infrastructure funded by the Federal Highway Administration (FHWA) for the Department and its Subrecipients. The Department’s Multimodal Planning Division (MPD) is responsible for overseeing transportation, transit, and aeronautics planning and project programming funded by FHWA, Federal Transit Administration (FTA) and Federal Aviation Administration (FAA). The Department is headquartered in Phoenix, AZ with District Offices in Flagstaff, Globe, Holbrook, Kingman, Phoenix, Prescott, Stafford, Tucson and Yuma, Arizona.

2.2. The Department’s Business Engagement & Compliance Office (BECO), located in Phoenix, AZ is responsible for the implementation of the DBE program. The program is operated under approved DBE program plans with three United States Department of Transportation (USDOT) modal agencies (FHWA, FTA and FAA) as required by Federal laws and regulations, 49 CFR Parts 23 and 26. The Department’s BECO establishes the triennial DBE goals for each Federal program and serves as the lead agency in Arizona’s Unified Certification Program with the cities of Phoenix and Tucson, performs statewide DBE goal-setting, monitors DBE participation and utilization for all federally-assisted projects and provides DBE supportive services in the form of training, technical assistance and outreach to DBEs and small businesses.

2.3. Currently, the Department is conducting a combined race-conscious and race and gender-neutral DBE program. The Department’s current overall DBE goal for FHWA funded contracts is 12.89% (of which 8.17% is race-conscious and 4.72% is race-neutral); FTA funded contracts is 14.64% (all race-neutral) and 10.69% (all race-neutral) for FAA contracts.

2.4. The Department assesses all federally-assisted Department and Subrecipient contracts for DBE opportunity. Most federally-assisted contracts are advertised with DBE goals, while a smaller number are advertised as race-neutral. Types of contracts with DBE goals include planning, architectural and engineering (professional services), construction, procurements for goods and services, etc. The Department also implements some contracts with 100% State funding. The state-funded contracts are not assessed for DBE goals.

2.5. At any given time, the Department and its Subrecipients are implementing approximately 500+ federally-assisted contracts that may or may not include DBE goals. DBE utilization on most of these contracts is tracked electronically in one main online diversity management system fed from several other internal “home-grown” contract management systems, which will all be available for data extraction by the Contractor. Most of the Department and Subrecipient contract data for Prime Consultants and Contractors is also available electronically but some of this data may have to be reconstructed from hard copy files. Some data, particularly Subrecipient data, will need to be checked for accuracy.

2.6. The Department is required to resubmit new triennial DBE goals to USDOT in August 2023 for FHWA-funded contracts and August 2024 for FTA and FAA contracts and desires to submit these triennial DBE goals based on data obtained through this study.

2.7. The Department is required to evaluate whether there is DBE overconcentration in specified work categories and to implement remedies to mitigate the impact of any overconcentration on non-DBE firms.

2.8. The Department is required to examine overall trends of race and gender ownership of DBE firms receiving ADOT work during the 2019 and 2020 State fiscal years.

3. General Requirements

3.1. Definitions The following definitions apply to the contract:

3.1.1. Project Manager: The Departments representative delegated the responsibility to oversee and manage work performance and outcomes.

3.1.2. Contractor: The Firm and/or individual that will perform the required work.

3.1.3. Ethnicity: An ethnic group or a social group that shares a common and distinctive culture, religion, language, or the like.

3.1.4. Principal Investigator: The Contractor’s Project Manager/lead person directly in charge of the contract and authorized to direct, oversee, or perform work operations and having authority to make day-to-day decisions concerning the work operations and to accept and route correspondence from the Department’s representative.

3.1.5. Disadvantaged Business Enterprise (DBE) Program: A United States Department of

Transportation (USDOT) program designed to ensure nondiscrimination in the award and administration of DOT-assisted contracts in the USDOT’s highway, transit, and airport financial assistance programs. The purpose of the program is to help create a level playing field on which DBE firms can compete fairly for contracting opportunities on federally assisted contracts.

3.1.6. Federally-Assisted Contracts: Contracts funded to any degree with federal funds. Contractors should refer to 49 CFR Part 26 for other DBE related definitions. Unless context indicates otherwise, the definitions found in 49 CFR Part 26 apply to this contract.

3.1.7. Race-conscious goals: Goals placed on federally-assisted contracts as a condition of award. At the time that the presumed successful proposer is identified, the proposer must submit documented evidence that it will be able to achieve the predetermined percentage of participation on that contract or that it made good faith efforts to meet the goal.

3.1.8. Race-neutral goals: This type of DBE participation in contracting opportunities is obtained without placing a required DBE goal on a project or contract. This percentage represents the amount of DBE participation the Department expects to obtain through neutral measures, e.g., unbundling of contracts, bonding and lending assistance, or DBE participation in the DBE Supportive Services Program.

3.1.9. Recipient: An organization receiving financial assistance directly from a Federal awarding agency(ies) to carry out a project or program.

3.1.10. Small Business Concern (SBC): A component of the Department’s DBE program designed to encourage voluntary small business utilization on federally-assisted contracts and to foster race-neutral DBE participation, which is within the scope of this study.

3.1.11. Small Business Enterprise Program (SBE): City of Phoenix and City of Tucson small business utilization program funded by local city funds, which is outside the scope of this study.

3.1.12. State Fiscal Year: The period of time from July 1 through June 30 of the following year.

3.1.13. Subrecipient: any legal entity to which a sub-award of federal financial assistance is made and which is accountable to the recipient for the use of the funds provided.

3.2. Conduct a DBE Availability Study and Over Concentration Analysis to:

3.2.1. Determine the availability of DBE and potential DBEs in the Department and its Subrecipients’ marketplace;

3.2.2. Examine overall trends of race and gender ownership of DBE firms receiving the Department’s work during the 2019 and 2020 State fiscal years;

3.2.3. Calculate the Department’s triennial DBE goal for FHWA, FTA and FAA contracts and;

3.2.4. Evaluate whether there is DBE overconcentration in specified work categories.

3.3. The study is limited to projects in which the Department directly participates or serves as a conduit to Subrecipient for federal-aid transportation funds.

3.4. Minimum Qualifications. The Contractor and/or its principal shall have a minimum of three (3) years of experience in conducting DBE Availability Analysis and Disparity Studies for state Departments of Transportation and/or local governments and must have successfully performed at least three (3) such legally defensible Analysis and Studies within the past five (5) years.

3.5. Arizona and DBE program Demographics.

3.5.1. The Department and its Subrecipients have approximately 500+ federally-assisted contracts open at any given time. The Contractor shall utilize data from the Department’s 2017 DBE Availability & 2020 Disparity Study, if feasible, to supplement data and help reduce project costs.

3.5.2. Below are some demographics about Arizona and its DBE program.

ARIZONA POPULATION

(Census)

Arizona 2020 % US 2020 %

Total Population* 7,151,502 100% 331,449,281 100% White 4,322,337 78.3% 204,277,273 74.8%

Black or African American 339,150 4.7% 41,104,200 13.6%

American Indian/Alaska Native 319,512 4.6% 3,727,135 1.7%

Asian 257,430 3.3% 19,886,049 5.6%

Native Hawaiian/Other Pacific Islander 16,397 0.2% 689,966 0.4%

Some Other Race 899,870 5.0% 27,915,715 7.0%

Hispanic or Latino 2,192,253 31.7% 62,080,044 16.3%

Female 3,657,782 50.3% 166,650,550 50.8%

* Total population is not meant to add up since it includes race alone or any combination (e.g., Hispanic origin is not a race so many of the races can be listed as Hispwelanic or Latino).

Source: https://data.census.gov/cedsci/profile?q=United%20States&g=0100000US

CURRENT 2021 DBE DEMOGRAPHICS

Approximately 1,100 Certified DBEs.

https://data.census.gov/cedsci/profile?q=United%20States&g=0100000US

For additional information about the Department’s DBE program, visit http://azdot.gov/business/business-engagement-and-compliance.

3.6. Study Objectives. The objectives as defined herein are not intended to be all-inclusive of the activities that may be required to be completed as part of the DBE Availability Study and Overconcentration Analysis. The objectives of the project shall include, but not be limited to, the following:

3.6.1. Implementation and completion of a legally defensible availability study and overconcentration analysis supported by relevant case law and industry-recognized social science and statistical methodologies.

3.6.2. Identification and definition of the Department’s relevant market area and identification of the availability of DBEs that exist as a percentage of the overall market area.

3.6.3. Analysis of any potential DBE overconcentration in the construction work areas of fencing, trucking, guardrail (or any other area) on FHWA-funded contracts.

3.6.4. Examination of overall trends of race and gender ownership of DBE firms receiving Department work during the 2019 and 2020 State fiscal years.

3.6.5. Completion of Availability Study draft report by May 1, 2023.

3.6.6. Calculation of the Department’s overall triennial DBE goal for FHWA, FTA, and FAA contracts based on DBE availability data by May 1, 2023.

http://azdot.gov/business/business-engagement-and-compliance

3.6.7. Work with the Department to coordinate at least one public meeting with customers and stakeholders to vet DBE goals in June 2023.

3.6.8. Completion of final Availability Study report and finalize DBE goals no later than July 15, 2023 to be submitted to USDOT by July 31, 2023.

3.7. General Study Requirements

3.7.1. The project shall cover the period of time between the Department’s last DBE Availability and

Disparity study through state fiscal year-end 2020.

3.7.2. The Contractor shall provide a legal analysis section, discussing relevant case law, regulatory, statutory and constitutional requirements for the study.

3.7.3. The Contractor shall act as a Department witness and defend the Study findings in court if any aspects of the Study results are challenged.

3.7.4. The Contractor shall lead in coordinating, conducting and actively participating in public meetings, if needed, to obtain anecdotal evidence related to discrimination or disparity and to solicit public recommendations.

4. Specific Requirements

4.1. Legal Analysis Provide a legal analysis section, discussing relevant case law including Western States

Paving, AGC vs. Caltrans, Croson, Adarand and other relevant case law which sets forth the legal framework of the study analysis, as well as the legal implications of proposed recommendations. The legal analysis should include regulatory, statutory and constitutional requirements for the study.

4.2. Availability Analysis Services provided by the Contractor shall include, but not limited to:

4.2.1. Provide a legally defensible availability analysis approach in accordance with USDOT guidance, best industry practices, Western States Paving case and other recent case law, and the exacting standards of the Federal Rules of Evidence, such that the Contractor is able to successfully testify and defend the Study’s methodology, data and findings.

4.2.2. Determine DBE availability estimates for the three transportation areas: highways, public transit, and airports. The Contractor will use the Department’s existing electronic data, and will incorporate any existing non-electronic contract and payment data on prime contractors and first-tier subcontractors, professional services consultants, and grantees.

4.2.3. Identify the Department’s relevant product market by geographic area of qualified, willing, and able DBEs and non-DBEs for the purchase of goods, materials, transit, aviation, planning, professional design services and construction by the Department and its Subrecipients.

Product markets will be defined according to the most recent version of the North American Industry Classification System (NAICS) codes.

4.2.4. Examine the universe of firms potentially available by geographic market of qualified, willing, and able DBEs and non-DBEs for the purchase of goods, materials, services and construction by the Department and its Subrecipients.

4.2.5. Examine current availability and utilization of Small Business Concerns (SBC) in the

Department and its Subrecipient contracts.

4.2.6. Determine if any DBEs and non-DBEs are misclassified in race, ethnicity, or gender of firm’s ownership in the state’s registration and DBE databases.

4.2.7. Notify the Department of flaws in the data collection process and/or if data input errors are detected in any of the DBE’s and non-DBE’s electronic or hardcopy data (e.g., NAICS codes, race, ethnicity or gender of firm’s ownership in the state’s registration and DBE databases, etc.).

4.2.8. Determine if any DBEs and/or non-DBEs are misclassified in NAICS codes or product markets in the state’s registration and DBE databases.

4.2.9. Provide a statistical analysis for each geographic market of the aforementioned available DBEs as compared to those non-DBEs available for the purchase of goods, materials, services and construction by the Department and its Subrecipients.

4.2.10. Determine DBE availability for federal-aid transportation contracting. To the extent allowable, the Contractor will use the Department’s existing electronic database systems, and shall incorporate other non-electronic information on prime contractors and first-tier consultants, grantees and Subrecipients.

4.2.11. Databases include APP, AZ UTRACS, Electronic Contract Management System (eCMS), FAST, the Department DBE System, and other department database systems.

4.2.12. Determine geographic markets and product markets for construction contracts, professional agreements and grantees. Product markets shall be defined according to the most recent version of the NAICS code.

4.2.13. Determine whether transportation activities should be classified as separate markets (e.g.

highway, aviation, planning, design, etc.).

4.2.14. Development of web pages and documents related to the availability study and overconcentration analysis by December 2022.

4.2.15. Examine overall trends of race and gender ownership of DBE firms receiving Department work during the State 2019 and 2020 fiscal years and provide an analysis by April 1, 2023.

4.2.16. Complete Availability Study draft report and calculate the Department’s overall preliminary statewide triennial DBE goals for FHWA, FTA and FAA contracts using availability estimates by May 1, 2023.

4.2.17. Work closely with the Department to coordinate at least one public meeting with customers and stakeholders in June 2023.

4.2.18. Finalize the Availability Study and the Department’s overall statewide triennial DBE goals for FHWA, FTA and FAA contracts using availability estimates from this study no later than July 15, 2023 for the Department to submit to USDOT no later than July 31, 2023.

4.2.19. Other availability analysis elements in relation to this scope of work deemed relevant by the

Contractor and the Department.

4.2.20. Provide follow-up services and question and answer support related to the Availability Study and contract goal setting that may be requested by the Department, FHWA, FTA or FAA after the completion of the study.

4.3. Overconcentration Analysis The Contractor shall:

4.3.1. Use DBE utilization data from the 2016-2018 Disparity Study, if feasible, and supplement with new information from 2019-2020 to conduct overconcentration analysis for all work categories.

4.3.2. Collect prime and subcontractor construction data from various Department data sources to conduct the analysis.

4.3.3. Analyze data for construction work categories involved in contracts and complete overconcentration analysis.

4.3.4. Other overconcentration analysis elements deemed relevant by the Contractor and the Department.

4.3.5. Provide overconcentration analysis and recommendations to address any overconcentration found no later than September 1, 2023.

4.3.6. Provide follow-up services and question and answer support related to the overconcentration analysis that may be requested by the Department, FHWA, FTA or FAA after the completion of the study.

4.4. Additional Work

4.4.1. The Department may need additional support from the contractor to perform tasks related to the objectives and scope of this contract. Additional tasks include, but is not limited to, the following:

• additional training;

• attending and/or facilitating additional meetings or presentations;

• additional consultation services; and

• testimony

4.4.2. The Contractor’s Principal Investigator shall be available to provide testimony related to the methodology, data analysis findings and recommendations of the study at the Department’s request, if needed.

4.4.3. The staff members and hourly rates for this project will be the basis for any additional work.

4.5. Reporting Requirements The Contractor shall provide all deliverables to the Department’s Project

Manager. The contract scope of work shall include the following reports:

4.5.1. Monthly Written Progress Reports shall be signed by the Contractor’s Principal Investigator and submitted electronically by the 5th day of the following month to the Department’s Project Manager. At a minimum, these reports must include the following:

• current status of each task

• problems encountered, proposed solutions and effect, if any, on the milestone;

• work to be accomplished during the next two months with estimated schedule and costs;

and

• deliverable products, as due.

4.5.2. Report of DBE availability estimates and recommended revisions to Department’s contract goal setting process due by March 2023.

4.5.3. Report of Overall Trends of Race and Gender Ownership of DBE Firms receiving the

Department’s work during the State 2019 and 2020 fiscal years and provide an analysis due by April 1, 2023.

4.5.4. Preliminary Draft Availability Study Report to include calculation of the Department’s preliminary triennial DBE goals for review and comment by the Department before release of Final Availability Study Report and goals due by May 1, 2023.

4.5.5. Final Availability Study Report to include the Department’s final DBE Triennial goals for

FHWA, FTA and FAA after incorporating public comments, all collected raw data and summaries and shall be submitted electronically to the Department’s Project Manager by July 15, 2023. Submit one camera-ready final report, five hard copies, and two (2) CD/DVDs containing an electronic copy of the final report compatible with Microsoft word and as an Adobe Acrobat file.

4.5.6. Final Draft Overconcentration Analysis for review and comment by the Department before release of Final Overconcentration Analysis Report no later than September 1, 2023.

4.5.7. Final Overconcentration Analysis, as a separate document from the availability study, which shall include the final completed report and all collected raw data and summaries, shall be submitted electronically to the Department’s Project Manager.

4.5.8. Final Progress Report shall be submitted to the Department’s Project Manager electronically at the end of the project. At a minimum, this report must include the following:

• final status of each task;

• problems encountered, proposed solutions and effect;

• final deliverables, products, raw and summary data; and

• final invoice.

4.6. Meeting Requirements The contract scope of work shall include the following meetings:

4.6.1. Project Kickoff Meeting with key Department staff to review study methodology and requirements.

4.6.2. Bi-Weekly Virtual Conference Call (or as needed) with the Department Project Manager and Contractor’s Principal Investigator to report on progress, answer questions and request information/clarifications on project related issues.

4.6.3. Meetings The Contractor’s Principal Investigator shall attend six (6) bi-monthly, half to full-day progress meetings to discuss or resolve pending issues related to the project. These required meetings may be waived at the Department’s discretion. For any in-person meetings, the Contractor shall meet all health and safety requirements as established by the Department.

4.6.4. Final Draft Report Virtual Presentation with key Department staff to present preliminary study findings.

4.6.5. Stakeholder Presentations The Contractor shall conduct at least four (4) mandatory presentations to different groups of stakeholders from the Department/state, federal, county, and local agencies, construction companies and other interested parties to present the findings of this Study. These presentations will provide an avenue for sharing with the Department’s customers and community partners the key aspects of the Study’s findings with an emphasis on the important recommendations.

4.6.6. Project Closeout Meeting with key Department staff to finalize all study requirements and closeout the project.

5. Contractor’s Responsibilities

5.1. The Contractor shall be responsible for all management and coordination activities relating to this project. Task activities shall include, but not be limited to, project administration, record-keeping, progress reporting, project scheduling and coordination of all project-related meetings.

5.2. The Contractor shall be responsible for the accuracy, quality and timeliness of the information and product being provided.

5.3. The Contractor shall establish regular communication and close coordination with the Department’s

Project Manager to review the progress to date, prepare technical papers, study findings and solicit input.

5.4. The Contractor shall be available to participate in various meetings at the request of the Department’s

Project Manager.

5.5. The Contractor shall ensure all deliverables are properly submitted to the Department’s Project Manager in accordance with stated timelines.

6. Department’s Responsibilities

6.1. The Department will be responsible for the oversight, inspection and acceptance of the project. The

Project Manager will address all questions that may arise as to the quality and acceptability of any work performed by the Contractor under this contract. Determination of acceptability of work shall be made by the Project Manager. This includes, but is not limited to:

6.1.1. general description of work required;

6.1.2. format, frequency and quality of deliverables and reports;

6.1.3. specific areas to be addressed; and

6.1.4. anticipated project milestones and timelines, etc.

6.2. The Department will make available all pertinent databases, documents and information necessary for the performance of this contract.

6.3. Review Contractor’s working papers and reports.

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 thirty-six (36) 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 twenty-four (24) 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 to be submitted monthly or at the discretion of the project manager. Invoices shall include at a minimum:

• Department Location’s Name and Address

• Vendor Name, Remit to Address and Contact Information

• Contract Number

• Purchase Order Number

• Invoice Number and Date

• Date the items were shipped to the Department

• Contract Line Item Number

• Line Item Description or Item or Service

• Quantity Purchased

• Line Item Unit of Measure

• Price per Unit and Total per Unit

• Catalog or Other Discount (if applicable)

• Net Unit Price and Total per Unit (if applicable)

• Applicable taxes

• Applicable Shipping/Freight Charges

• Total Invoice Amount Due

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

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

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

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

The Department will pay authorized reimbursables and subcontractor services at cost, with no markup.

Reimbursables include equipment and/or room rental, commodities purchased, etc.

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

13. REVIEW OF CONTRACTOR’S WORK

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

14. ACCURACY OF WORK

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

15. INDEMNIFICATION

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

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

16. INSURANCE

The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the Department. Certificate(s) shall be received within five (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,

16.2.3. 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, as required in this written agreement, in favor of the State of Arizona, and its departments, agencies, boards,

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 the Department.

16.5. 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.

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. Certificates shall state that the coverage is provided for any and all work performed on or behalf of ADOT and the State of Arizona. 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 the 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 sub-contractor(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 sub-contractor(s) is/are a State of Arizona agency, board, commission, or university then none of the above shall apply.

17. USAGE REPORT Not Applicable

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. REMOVAL OF CONTRACTOR’S EMPLOYEES

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

21. 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.

22. TRAVEL

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

Office's website (http://www.gao.az.gov/travel/) and State of Arizona, Department of Transportation’s website (http://www.azdot.gov/business/Procurement).

23. 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.

24. CONTRACT ORDER OF PRECEDENCE

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

• Federal Highway Administration Federal Terms;

• Special Terms and Conditions;

• Uniform Terms and Conditions;

• Statement or Scope of Work;

• Specifications;

• Attachments;

• Exhibits

25. 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

UNIFORM TERMS AND CONDITIONS

1. Definition of Terms

As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

1.1. “Attachment” means any item the Solicitation requires the Offeror to submit as part of the Offer.

1.2. “Contract” means the combination of the Solicitation, including the Uniform and Special Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers;

and any Solicitation Amendments or Contract Amendments.

1.3. "Contract Amendment" means a written document signed by the Procurement Officer that is issued for the purpose of making changes in the Contract.

1.4. “Contractor” means any person who has a Contract…