CTR062475_Contract_Documents.pdf

Procurement

OFFER AND ACCEPTANCE

Solicitation No: BPM004214 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.

Kimley-Horn and Associates, Inc.

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

7740 N. 16th Street, Suite 300 Brian Smalkoski, P.E., AICP, PTP, PTOE March 25, 2022

Address Printed Name Date

Phoenix AZ 85020

Vice President/Authorized Signer

City State Zip Title

Brian.Smalkoski@Kimley-Horn.com 602.906.1100

Email Address Phone Number

Brian.Smalkoski@Kimley-Horn.com

602.944.7423

Company Email Address Fax Number

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

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

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

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

State of Arizona

Effective this day of 20

Procurement Officer Awarded Date

DocuSign Envelope ID: 9E5440A9-6A56-4291-AC21-834589CEB70B

9/30/2022

30 22September

CTR062475

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: BPM004214

DESCRIPTION: TSMO On-Call Consultants

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.

Shaimaa Ahmed Procurement Officer Phone: 602.712.4458 Email: sahmed@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 9

Uniform Terms and Conditions 20

Federal Provisions 30

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 55

2 - Title VI/Non-Discrimination Assurances Appendix E 56

3- Task Assignment 57

4 - Usage Report 58

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 an on-call list of consultants and contractors to assist with planning, researching, evaluating, and deploying ITS and other operational devices, systems and programs for the Transportation Systems Management & Operations Group.

2. Introduction and Background

2.1. The Department is seeking the services of a qualified team of consultants (hereinafter referred to as Contractor) to provide expertise in a broad range of transportation systems management and operations services and perform work on an on-call basis.

2.1.1. All work shall be assigned by task order in the areas associated with planning, design, research, evaluation, and deployment of operational devices, systems and programs that support the TSMO Division.

2.1.2. Task orders are anticipated to involve efforts defined by the systems engineering approach to ITS projects and programs (V-diagram), which concentrates on improving safety and mobility for operations.

2.2. The Department is responsible for making optimum use of available system capacity and resources, and maintaining transportation assets. The TSMO program is an integrated program that optimizes the performance of existing infrastructure through implementation of systems, services, and projects to preserve capacity and improve reliability and safety of the transportation system. The Contractor(s) shall assist the Department and its TSMO Division in identifying and evaluating potential projects, project procurements, and other aspects of TSMO’s projects and program.

3. General Requirements

3.1. The Department desires to be on the cutting edge of innovation regarding TSMO operations and ITS programs and is seeking one or more Contractors, experienced in a wide variety of planning, research, design, evaluation, and implementation abilities to advance the TSMO program.

3.2. The Contractor shall demonstrate expertise and experience in supporting clients similar to the Department in the development, delivery, and implementation of TSMO programs and ITS projects.

3.3. A broad range of services are anticipated under this contract, which will require expertise for successful implementation of task assignments. The Contractor may propose on any or all of the Disciplines desired herein. The Contractor is not required to be able to provide every service within the Discipline Group(s) for which they are proposing. The Department will select one of more qualified Contractor(s) who are capable of providing some or all of the Disciplines in order to support the Department’s requirements. The Department will determine the participation of Contractor(s). Work will be performed on an “as needed” basis upon request by the Department.

3.4. The Contractor shall be able to provide broad advice across a spectrum of issues including the feasibility, planning, design, analysis, evaluation, development, and deployment of TSMO projects and programs. The activities required will align with the transportation systems engineering V-diagram (as shown in Figure 1) and the lifecycle processes contained within it.

The Contractor shall have knowledge of all applicable Federal and Arizona State laws and regulations and be in compliance with them. The Contractor shall also be able to coordinate the expertise of a professional team and deliver quality products that satisfy the project objectives, according to schedule and within budget.

Figure 1: Systems Engineering V-Diagram

4. Specific Requirements- TSMO Disciplines

4.1. Discepline1: TSMO Research

4.1.1. Provide staff with expertise, technical assistance, and any necessary or required tools to accomplish the prescribed goals of TSMO Research.

4.1.2. The purpose is to support the TSMO Division with identifying and understanding the most current information available within the industry to support continually changing transportation systems management and operations programs, with particular attention to the technologies, programs, and compliance practices that are rapidly evolving to meet the demanding innovation landscape.

4.1.3. Consultants supporting this discipline will need to demonstrate an ability to remain intimately knowledgeable on current market trends and products, as well as activities underway in other locales. TSMO Research activities may include, but are not limited to:

- Legislative and legal issues regarding innovation deployment of transportation operational programs

- National and International issues

- Grant programs for funding technology and smart highways

- Research, professional and industry boards

- Data collection practices and cybersecurity standards

- Literature search for specific ITS or TSMO activities

- Best practices and market trends for ITS and TSMO services

- Surveys regarding ITS and TSMO functions

- Social, safety, mobility impacts

- Other research activities to assist TSMO staff

4.2. Discipline 2: Planning for Operations

4.2.1. Provide staff with expertise, technical assistance, and any necessary or required tools to accomplish the prescribed goals of TSMO Planning for Operations.

4.2.2. The purpose of these efforts is to provide specialized guidance and documentation that result in unique safety and mobility performance improvements. Tasks will address ITS components, functional requirements within the TSMO systems of operation, and the elements necessary to achieve specific system safety and performance levels.

4.2.3. Planning for operations will align with the Arizona Statewide ITS Architecture, support the development of feasibility studies and concept of operations, and enable system validation procedures. TSMO operational planning activities may include, but are not limited to:

- Strategic and/or Programmatic Operation plans

- Feasibility, safety, and mobility studies

- Policy and compliance studies to support TSMO programs

- Process improvement to support Arizona Management System

- Budget analysis and programming for TSMO

- Life cycle planning including cost analysis

- Concepts of operations

- Test plans for compliance, conformance, integration, and validation

- Other planning activities to assist TSMO staff

4.3. Discipline 3: Operational Design and Development

4.3.1. Provide staff with expertise, technical assistance, and any necessary or required tools to accomplish the prescribed goals of TSMO Operational Design and Development activities.

4.3.2. The purpose of these efforts is to provide specialized services that support the production of system requirements, high-level design, and detailed designs that support operational performance improvements. Tasks will address ITS components, functional requirements within the TSMO systems of operation, and the elements necessary to achieve specific safety and performance levels.

4.3.3. Operational design and development will define the components necessary for system verification and subsystem verification, including specific products and services necessary to achieve results.

4.3.4. Consultants supporting this discipline will need to demonstrate unique qualifications and expertise in the specific ITS product, technology, or operational process. TSMO operational design and development activities may include, but are not limited to:

- Project development support activities with specialized focus on systems management and operations

- TSMO and ITS design guidelines, standard drawings, specifications

- Record drawings

- Database development, operation and maintenance services

- Communications/data transport system

- Traveler information systems

- Software implementation to assist in data collections, analysis and proof of concept projects

- ITS operation and management systems

- Other design and development activities to assist TSMO staff

4.4. Discipline 4: Testing and Integration

4.4.1. Provide staff with expertise, technical assistance, and any necessary or required tools to accomplish the prescribed goals of TSMO Testing and Integration activities.

4.4.2. The purpose of this is to provide support for ITS device and TSMO system implementation and integration efforts, specifically assessing performance.

4.4.3. Consultants will be required to demonstrate knowledge and skills with National

Telecommunications for ITS Protocol (NTCIP)-compliance testing, evaluation of hardware and software alternatives, technical support on the integration of transportation and public safety systems. TSMO Testing and Integration efforts may include, but are not limited to:

- Conformity to government-wide practices

- Develop functional requirements

- Document test design specifications, test cases, and test procedures

- Systems integration, testing and verification

- Application software testing

- User testing procedures

- Simulation in lab setting

- Performance measures and tracking for systems management

- Compatibility and interoperability assessment

- Conduct evaluation of physical system and information security requirements

- Sustainability assessments

- Other testing, integration, and evaluation activities to assist TSMO staff

4.5. Discipline 5: Deployment and Validation

4.5.1. Provide staff with expertise, technical assistance, and any necessary or required tools to accomplish the prescribed goals of TSMO Deployment activities.

4.5.2. The purpose of this task is to assist with the deployment of emerging technologies, validation of systems, and supporting modification to provide improved services.

4.5.3. Consultants will need to demonstrate recent experience with implementing new technologies and deploying ITS systems, as well as an ability to troubleshoot and problem solve issues, and oversee complex validation processes. TSMO Deployment and Validation efforts may include, but are not limited to:

- Field installation and monitoring of ITS systems

- Financial, benefit/cost, return on investment analyses related to operational performance

- Transportation systems analysis

- Modeling operational performance

- Before and after analyses of operational conditions

- Develop and evaluate acceptance testing procedures

- Troubleshooting activities

- System validation plans

- Communication protocols and requirements

- Prepare operation manuals

- Other deployment and validation activities to assist TSMO staff

4.6. Discipline 6: General Operational Support Services

4.6.1. Provide staff with expertise, technical assistance, and any necessary or require tools to accomplish the prescribed goals of TSMO General Services and Operational Support Services activities.

4.6.2. The purpose of this is to provide turnkey goods and services to support operational needs on an as-needed basis, including emergency maintenance and support services for key ITS infrastructure.

4.6.3. Some assignments may include the development of requests for proposals for the Department as a project deliverable. TSMO General and Operational Support Services may include, but are not limited to:

- Project Management support services

- Prepare procurement documents that address unique ITS and TSMO related functions, namely RFP, RFQ, IFB and/or RFI that support innovation development

- Prepare grant proposals

- Post-design services, construction support

- Data management services

- Public-private partnerships review

- Prepare and conduct training services to support ongoing TSMO projects and programs

- ITS professional capacity building

- Knowledge transfer programs

- Training materials

- SOPs, User manuals

- Conduct, lead or support training activities

- Webinars, various platforms

5. Contractor’s Responsibilities

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

5.2. Deliver draft, and final work products as specified in the task assignment. The format of the deliverable shall be provided in the format specified in the Task Assignment.

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 progress reports as required by the Department and as specified in the Task Assignment.

6. Department’s Responsibilities

6.1. Develop task assignment(s) that describes the scope of work and administrative requirements.

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.

6.4. Provide guidance and direction for all assignments.

6.5. Assist in scheduling and coordinating meetings with applicable involved parties.

6.6. Review and approve Contractor’s reports and invoices for payment.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

6. INVOICING REQUIREMENTS

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

Department Location’s Name and Address

Vendor Name, Remit to Address and Contact Information

Contract Number

Purchase Order Number

Invoice Number and Date

Date the items were shipped to the Department

Contract Line Item Number

Line Item Description or Item or Service

Quantity Purchased

Line Item Unit of Measure

Price per Unit and Total per Unit

Catalog or Other Discount (if applicable)

Net Unit Price and Total per Unit (if applicable)

Applicable taxes

Applicable Shipping/Freight Charges

Total Invoice Amount Due

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

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

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

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

7. ESTIMATED USAGE

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

8. PRICE REDUCTION

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

9. PRICE INCREASE

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

10. CONTRACT ADMINISTRATION

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

11. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group

1739 W. Jackson Street, MD 100P Phoenix, Arizona 85007-3276

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

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

12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

This Contract may be cancelled if the Contractor or any subcontractors or others in the employ or under the supervision of the Contractor or subcontractors is found to be in possession of weapons.

Possession of weapons (firearms, explosive devices, knives or blades of more than three (3) inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property.

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

13. REVIEW OF CONTRACTOR’S WORK

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

14. ACCURACY OF WORK

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

15. INDEMNIFICATION

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

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

16. INSURANCE

The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the Department. Certificate(s) shall be received within 5 calendar days of notification of contract award by the Procurement Officer.

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

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

Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below.

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.

Business Automobile Liability

Bodily Injury and Property Damage for any owned, hired, and/or nonowned 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.

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).

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.

Additional Insurance Requirements

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

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).

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

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 (Arizona Department of Transportation, Procurement Group 1739 W. Jackson Street, MD 100P Phoenix, Arizona 85007- 3276).

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.

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.

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.

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.

All certificates required by this Contract shall be sent directly to the Department. The certificate shall state that the insurance applies to any and all work performed for or on the behalf of the State of Arizona/ADOT. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time.

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.

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.

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 4. 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. 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. CONTRACTOR SELECTION FROM MULTIPLE CONTRACTS

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

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

24. LICENSES, PERMITS, CERTIFICATIONS

Contractor, at their expense, shall maintain in current status without any violations, complaints, or suspensions during the term of this contract all Federal, State and Local licenses, permits and certifications required for the operation of a business conducted by the contractor.

25. CONTRACT ORDER OF PRECEDENCE

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

Federal Provisions;

Special Terms and Conditions;

Uniform Terms and Conditions;

Statement or Scope of Work;

Specifications;

Attachments;

Exhibits;

Special Instructions to Offerors;

Uniform Instructions to Offerors; and

Other documents referenced or included in the Solicitation

26. POST AWARD MEETING

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

27. TASK ASSIGNMENT

The Department will request a response from each Firm awarded in the Discipline included on each Task Assignment. The Task Assignment will indicate which firms are invited to propose by indicating the applicable Discipline Number on the Task Assignment. The Department will select the most qualified Contractor for the project based on the criteria in the Task Assignment.

The Department will make determination of the acceptability of work. Work shall be completed in a responsive and professional manner in accordance with the contract requirements and the approved Task Assignment.

A firm may not be awarded as both a prime and a sub-consultant on the same task assignment even if multiple studies or projects are listed in that task assignment.

Project Conflict of Interest: Any firm who assisted a local agency or project beneficiary in creation and/or submission of their application for a project, a study, or funding is ineligible to submit a proposal for a resulting task assignment.

Each project Task Assignment issued by the Department will be funded through separate Purchase Orders. A purchase order and approved Task Assignment will be issued by the Department as a “notice to proceed” for each project Task Assignment.

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 with the State.

1.5. “Days” means calendar days unless otherwise specified.

1.6. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation.

1.7. “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received.

1.8. “Materials” means all property, including equipment, supplies, printing, insurance and leases of property but does not include land, a permanent interest in land or real property or leasing space.

1.9. “Procurement Officer” means the person, or his or her designee, duly authorized by the State to enter into and administer Contracts and make written determinations with respect to the Contract.

1.10. “Services” means the furnishing of labor, time or effort by a contractor or subcontractor which does not involve the delivery of a specific end product other than required reports and performance, but does not include employment agreements or collective bargaining agreements.

1.11. “Subcontract” means any Contract, express or implied, between the Contractor and another party or between a subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any material or any service required for the performance of the Contract.

1.12. “State” means the State of Arizona and Department or Agency of the State that executes the Contract.

1.13. “State Fiscal Year” means the period beginning with July 1 and ending June 30.

2. Contract Interpretation

2.1. Arizona Law. The Arizona law applies to this Contract including, where applicable, the Uniform Commercial Code as adopted by the State of Arizona and the Arizona

Procurement Code, Arizona Revised Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code (A.A.C.) Title 2, Chapter 7.

2.2. Implied Contract Terms. Each provision of law and any terms required by law to be in this Contract are a part of this Contract as if fully stated in it.

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

2.3.1. Special Terms and Conditions;

2.3.2. Uniform Terms and Conditions;

2.3.3. Statement or Scope of Work;

2.3.4. Specifications;

2.3.5. Attachments;

2.3.6. Exhibits;

2.3.7. Documents referenced or included in the Solicitation.

2.4. Relationship of Parties. The Contractor under this Contract is an independent Contractor. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract.

2.5. Severability. The provisions of this Contract are severable. Any term or condition deemed illegal or invalid shall not affect any other term or condition of the Contract.

2.6. No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding.

2.7. No Waiver. Either party’s failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it.

3. Contract Administration and Operation

3.1. Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require each subcontractor to retain all data and other “records” relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. All records shall be subject to inspection and audit by the State at reasonable times. Upon request, the Contractor shall produce a legible copy of any or all such records.

3.2. Non-Discrimination. The Contractor shall comply with State Executive Order No. 2009- 09 and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act.

3.3. Audit. Pursuant to ARS § 35-214, at any time during the term of this Contract and five

(5) years thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to audit by the State and, where applicable, the Federal Government, to the extent that the books and records relate to the performance of the Contract or Subcontract.

3.4. Facilities Inspection and Materials Testing. The Contractor agrees to permit access to its facilities, subcontractor facilities and the Contractor’s processes or services, at reasonable times for inspection of the facilities or materials covered under this Contract.

The State shall also have the right to test, at its own cost, the materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities nor materials testing shall constitute final acceptance of the materials or services. If the State determines non-compliance of the materials, the Contractor shall be responsible for the payment of all costs incurred by the State for testing and inspection.

3.5. Notices. Notices to the Contractor required by this Contract shall be made by the State to the person indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise stated in the Contract. Notices to the State required by the Contract shall be made by the Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless otherwise stated in the Contract. An authorized Procurement Officer and an authorized Contractor representative may change their respective person to whom notice shall be given by written notice to the other and an amendment to the Contract shall not be necessary.

3.6. Advertising, Publishing and Promotion of Contract. The Contractor shall not use, advertise or promote information for commercial benefit concerning this Contract without the prior written approval of the Procurement Officer.

3.7. Property of the State. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of the State. The Contractor is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. The Contractor shall not use or release these materials without the prior written consent of the State.

3.8. Ownership of Intellectual Property. Any and all intellectual property, including but not limited to copyright, invention, trademark, trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result of this contract and any related subcontract (“Intellectual Property”), shall be work made for hire and the State shall be considered the creator of such Intellectual Property. The agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract shall own (for and on behalf of the State) the entire right, title and interest to the Intellectual Property throughout the world. Contractor shall notify the State, within thirty (30) days, of the creation of any Intellectual Property by it or its subcontractor(s).

Contractor, on behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to assure ownership of the Intellectual Property vests in the State and shall take no affirmative actions that might have the effect of vesting all or part of the Intellectual Property in any entity other than the State. The Intellectual Property shall not be disclosed by contractor or its subcontractor(s) to any entity not the State without the express written authorization of the agency, department, division, board or commission of the State of Arizona requesting the issuance of this contract.

3.9. Federal Immigration and Nationality Act. The contractor shall comply with all federal, state and local immigration laws and regulations relating to the immigration status of their employees during the term of the contract.