CTR066839_Contract_Documents.pdf

Procurement

ATTACHMENT 1

OFFER AND ACCEPTANCE

Solicitation No: BPM005162 Available online at https://app.az.gov

Rev 09/2022

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.

Northern Arizona University

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

525 S. Beaver Street

Tom Champagne 04/11/23

Address Printed Name Date Flagstaff AZ 86011

Assoc Vice President, Research

City State Zip Title thomas.champagne@nau.edu 928-523-4880 / 928-523-9464

Email Address Phone Number NAU-OSP@nau.edu

928-523-1075

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: 8FDFF00D-2534-4B5B-804E-FA3C857BC771

7/21/2023

21 July 23

CTR066839

https://app.az.gov/

Rev. 04/2020

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P Phoenix, AZ 85007

REQUEST FOR QUALIFICATIONS

SOLICITATION NUMBER: BPM005162

DESCRIPTION: Research Study to Inform Strut-and-Tie Design and Guidance

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. § 41-2578 and A.A.C. R2-7-501 et seq., Procurement of Certain Professional Services.

“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.

mailto:sahmed@azdot.gov

TABLE OF CONTENTS

Solicitation No: BPM005162

Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 14

Uniform Terms and Conditions 24

Federal Provisions 43

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 70

2 - Title VI/Non-Discrimination Assurances Appendix E 71

3 - Billing Summary and Reimbursement Form 72

4 - Quarterly Progress Report 73

5 - ITM-12.01 Data Classification Policy 74

6 - Data Necessary for DBE System Entry 77

7 - 310PS Certification of Final Disadvantaged Business Enterprise (DBE) Payment 78

SCOPE OF WORK

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2578 et seq., the State of Arizona Department of Transportation (Department), has a requirement for a Contractor to research and develop guidance criteria needed to ascertain which and when structures would most benefit from the use of strut and tie modeling and incorporate these criteria into the ADOT Bridge Design Guidelines.

1.2. Anticipated Schedule

1.2.1. Procurement Schedule Date

1.2.1.1. Pre-Offer Conference March 27, 2023

1.2.1.2. Statement of Qualifications Due April 18, 2023

1.2.1.3. Interviews (if applicable) May 30, 2023

1.2.1.4. Final List June 30, 2023

1.2.1.5. Post- Award Meeting July 31, 2023

2. Introduction and Background

2.1. The project is referenced internally as MPD0125-22 SPR-782 Strut and Tie Modeling Design

Guidance.

2.2. The design of reinforced concrete beams for bridge structures using traditional methods may result in conservative designs, i.e., bridges tend to be designed for worst-case scenarios. The advent of strut-and-tie modeling offers an alternative bridge design that can be used in certain situations to more closely address the actual conditions a bridge will experience while in service.

2.3. Cost savings may potentially result from more efficiently placing reinforcing steel and may also result in more durable concrete with fewer and less severe cracks after the bridge has been put under load; this means the safe and effective service life of the bridge is extended.

2.4. Using strut-and-tie procedures offers potential advantages, many of which are general in nature and give designers’ significant flexibility. Often, multiple design alternatives can be developed, and each is acceptable. Thus, the Bridge Group seeks to research and develop the guidance criteria needed to ascertain which and when structures would most benefit from the use of strut-and-tie modeling and incorporate those criteria into the ADOT Bridge Design Guidelines, available at https://azdot.gov/node/5312.

2.5. The ADOT Bridge Group seeks to research and develop the guidance criteria needed to ascertain which—and when—structures would most benefit from the use of strut-and-tie modeling and incorporate those criteria into the ADOT Bridge Design Guidelines.

2.6. This project is funded under Assistance Listing Number 20.205 Highway Planning and Construction, FHWA 80%. All terms and conditions required for Contractors / Subcontractors of federal recipients under this funding source and according to 2 CFR §§§200, 1200-1201 et seq.

shall apply.

3. General Requirements

3.1. The Department requires the Contractor team (consisting of the submitting prime contractor and its subcontractors) to represent the full range of expertise required to successfully complete this study. This includes expertise performing all roles/tasks relevant to the proposed research methods and expertise in the subject matter.

3.2. The objectives of this study, as described herein, allow prospective researchers to propose an effective methodology to best meet the Department’s needs.

3.3. The scope of work for this study, as described herein, provides minimum tasks and deliverables to be included in the research. The Contractor's work plan will include the minimums and any other tasks/sub-tasks required for the Contractor to reach the desired outcomes of the research.

3.4. The length of the research study will be determined by the Work Plan and shall not exceed five (5) years.

4. Specific Requirements

4.1. The primary objective of this research study is to inform refinements to the ADOT Bridge Design

Guidelines that may potentially provide for more efficient bridge designs. All refinements shall continue to conform to American Association of State Highway and Transportation Officials

(AASHTO) Load and Resistance Factor Design (LRFD) Bridge Design Specifications, Eighth Edition.

The application of the refinements will seek to improve the performance of ADOT concrete bridge members utilizing strut-and-tie modeling techniques so that the beams are less susceptible to cracking, which may result in a longer structural life and cost savings to the Department. The research will apply to concrete bridge members that fall into the D-Region criteria. The request for refinements will include those for mildly reinforced and post-tensioned concrete bridge members.

4.2. Work Plan

4.2.1. The contractor is responsible for determining the best research method / activities / schedule to meet the objectives of the study. The work plan shall explain the research method in detail. At a minimum, the following tasks shall be performed.

4.2.1.1. Identify the state of the practice in the use of strut-and-tie modeling through a search of relevant literature, recent research, and the practices used by state departments of transportation. The state of practice will include information obtained through:

4.2.1.1.1. A literature search of recent research on strut-and-tie modeling and analysis,

4.2.1.1.2. Identification of practices and procedures used by other states to conduct strut-and-tie modeling and analysis,

4.2.1.1.3. Documentation of bridge designs and models being used in current ADOT construction projects, to include a minimum of three design examples of strut-and-tie modeling based on AASHTO LRFD Bridge Design Specifications, Eighth Edition. The geometric structures identified for these design examples will be agreed upon in consultation with ADOT. The intent of these design examples is to provide rationale for the recommendations that will be developed by the research.

4.2.1.2. Compare the state of the practice with current ADOT design practices, procedures, software, and workflows to identify potential areas of improvement within ADOT’s Bridge Design Guidelines.

4.2.1.3. Include information on which and when structures would benefit from the use of strut-and-tie modeling.

4.2.1.4. Develop recommendations for potential implementation into the ADOT Bridge Guidelines based on information from the state of practice review outlined in the previous sections of the work plan listed above.

4.2.2. As agreed upon in the Work Plan, the Contractor shall submit a Billing Summary and Reimbursement (BSR) form, Exhibit 3, no more than monthly and no less than quarterly.

4.3. Deliverables

4.3.1. For each task or subtask in the work plan, the contractor shall specify one or more deliverables. The deliverables shall be submitted to the Department's project manager (DPM) according to the study schedule. The deliverables will include, at a minimum, those listed in these requirements. All deliverables shall be prepared in accordance with the current ADOT Research Center Style Guide, which is found on the Internet at https://azdot.gov/sites/default/files/media/2022/09/2022-ResearchCtr-Style-Guide.pdf .

4.3.1.1. Task-Based Technical Memoranda: Every task/sub-task will require submission of a deliverable. Not every task/sub-task requires submission of a Technical https://azdot.gov/sites/default/files/media/2022/09/2022-ResearchCtr-Style-Guide.pdf

Memorandum, but may have another type of deliverable such as a survey instrument or some other applicable deliverable. Technical Memoranda frequency and requirement for Technical Memoranda vs. another deliverable is determined in the method / work plan. The Contractor shall submit a Technical Memorandum to thoroughly account for accomplishments following the completion of each designated task or sub-task where it is designated in the awarded work plan. The Contractor’s technical writing staff will write the Technical Memoranda, and then use those Technical Memoranda as resources when writing the Key Content Summaries and the Final Report.

4.3.1.2. Key Content Summary: A Key Content Summary must be submitted with each Technical Memorandum. The Contractor will consult and coordinate with the Technical Writer as needed to ensure accuracy, clarity, and thoroughness of practical and technical information in these Summaries. The Key Content Summary will document the most pertinent content from the Technical Memorandum and will be used by the Technical Writer in the development of the Final Report. The Key Content Summary will not be a collection of meeting notes or exact excerpts from the Technical Memorandum.

4.3.1.3. Quarterly Reports: The contractor shall submit a project status report for each calendar quarter using a prescribed report template to be provided by the Department's project manager, see Exhibit 4. The report will be submitted on the 15th day of the third month of each calendar quarter (March, June, September, and December).

4.3.1.4. Meeting Notes: The contractor shall prepare summary notes within two weeks of every Technical Advisory Committee (TAC) meeting and other key meetings as requested by the Department's project manager. The notes will document the agenda topics, discussion, and next steps along with the sign-in sheet or list of attendees.

4.3.1.5. Final Report: Following the Department project manager’s approval of the final task’s deliverable, the Technical Writer will write a Final Report of approximately 25 to 50 pages, or 15,000 words. The Final Report shall be a clear narrative that focuses on recommendations and findings that will aid in potential implementation. It will be written for non-academic practitioners who may apply the results in Arizona or elsewhere. The Final Report is not a compendium of the Technical Memoranda, but shall be a narrative that captures key points from the deliverables developed throughout the project.

4.3.1.6. Final Presentation: The award for this study will include this item, but it will be determined during the study whether or not a final presentation will occur.

4.3.2. Additional Deliverables: Depending on the details of the work plan, the Contractor may also propose additional deliverables (e.g., a survey instrument or set of performance measures) associated with a task or subtask. If the research methodology includes primary data collection, the work plan shall include a task for the development and submission of a comprehensive protocol for the design and administration of the data collection, including the sampling methodology. This protocol will be a paid deliverable.

4.3.3. Section 508 Compliance: The Final Report, Technical Memoranda, and any other document that is identified during the course of the Project to be publicly accessible shall be Section 508 compliant pursuant to 29 U.S.C § 794 (d), applicable to this project as a federally-funded work. Information about Section 508 compliance may be obtained at https://www.section508.gov/create/documents and at https://www.section508.gov/manage/laws-and-policies. Since the documentation shall be available electronically, it shall comply with A.R.S. §41-3504, which is addressed by State Policy, available at https://az.gov/policy/accessibility.

4.3.4. The Contractor shall be responsible for submitting deliverables to the Department's project manager, both during and at the end of the project. At least one deliverable per quarter is required. All deliverables will be reviewed and commented on by the DPM and technical advisory committee (TAC). The DPM will compile comments and provide direction to the Contractor, who will revise the deliverable(s) to the DPM’s satisfaction.

The DPM’s approval of the revised deliverable is necessary before the Contractor may submit an invoice.

4.4. To meet the requirements of the Department and 23 CFR 420.117(e), the Contractor and its Sub

Contractors shall include the following disclaimer in each deliverable.

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

Transportation

4.4.2. This uncorrected draft document, not released for publication, is submitted by the contractor. It is distributed only for review purposes to members of the study’s technical advisory committee and other ADOT participants. Regard this document as fully privileged, and any dissemination of the information herein must first be approved in writing by the ADOT Research Center.

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

4.4.4. This study was funded in part by the Federal Highway Administration, U.S. Department of Transportation. The contents of this document reflect the views of the authors, who are responsible for the facts and the accuracy of the data, and for the use or adaptation of https://app.az.gov/ https://www.section508.gov/create/documents https://www.section508.gov/manage/laws-and-policies https://az.gov/policy/accessibility previously published material, presented herein. The contents do not necessarily reflect the official views or policies of the Arizona Department of Transportation, the technical advisory committee, or the Federal Highway Administration, U.S. Department of Transportation. This document does not constitute a standard, specification, or regulation.

Trade or manufacturers’ names that may appear herein are cited only because they are considered essential to the objectives of the report. The U.S. government and the State of Arizona do not endorse products or manufacturers. © {InsertYear} Arizona Department of Transportation. All rights reserved.

4.5. Data

4.5.1. The contractor shall deliver all data collected and developed for this study. The data will be organized and labeled and provided in a format that is readily accessible by the Department and potential future researchers. Delivery of data is a billable task and must be completed and approved prior to the study end date.

4.5.1.1. If data collected in fulfillment of the agreed-upon work plan is considered confidential by the State (State of Arizona Accounting Manual, Topic 05 - Internal Controls, Section 55 -Transmission and Storage of Confidential and Sensitive Information available at www.gao.az.gov; and ADOT policy ITM-12.01 - Data Classification Policy, attached as an Exhibit 5), the data shall be recorded in coded form only.

4.6. Reaching Project Objectives

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

4.7. Modifications

4.7.1. There shall be no modifications to the Work Plan without prior approval from the Department. Any proposed changes to the Work Plan shall include the following:

4.7.1.1. MPD tracking number, Project SPR number, Project Title, Procurement Contract Number, Arizona Procurement Portal (A.P.P.) Purchase Order Number, the firm’s AZ DBE Certification Status, legal name, mailing address, contact name, http://www.gao.az.gov/ contact phone number, Arizona Procurement Portal (A.P.P.) Vendor Number, AZ DBE System Vendor Number, email address, and the firm’s DBE Compliance contact name/email.

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

4.7.2. Work cannot proceed until appropriate financial processing has occurred and any federal approvals are received when and where necessary and a modified purchase order is issued. Any work started prior to a revised purchase order being issued will be considered work contemplated under the original scope of work and not eligible for price increase.

4.7.3. Approvals will be obtained from the Department's Project Manager, the MPD Contracts Compliance Officer, and if required MPD Finance. Final approval rests with the Department's Procurement Office.

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

Project.

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

4.8.2. This contract does not establish a sub-recipient relationship. Any awarded contract establishes a Contractor relationship. The Contractor shall not be entitled to any copyright for anything created for, through, or as a result of this project.

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

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

4.8.5. Pursuant to 23 CFR 420.121 (i), patents and inventions developed in the course of the Project are subject to federal standard patent rights at 37 CFR 401.14, excluding 37 CFR

401.14(g) incorporated herein by reference. The Contractor will retain all rights provided for the State in this clause, and the State will not, as part of the consideration for awarding the contract, obtain rights in the Contractor's subject inventions. However, the State shall be granted an immediate, irrevocable right to use, without royalty or fee, the subject invention for its purposes related to this project.

5. Contractor’s Responsibilities

5.1. The Contractor shall be diligent in maintaining open communications with the Department, and especially the Department's project manager, MPD Contracts, and MPD Finance, as necessary.

Work shall be completed in a responsible and professional manner and in accordance with the specifications, schedules, work plan, performance indicators, and operating standards as designated in the project. Contractor’s Project Team

5.1.1. Project Manager

5.1.1.1. The Contractor’s Project Manager shall be a licensed professional engineer.

5.1.1.2. The Contractor’s Project Manager shall not be the Technical Writer on the project team.

5.1.2. Technical Writer

5.1.2.1. The technical writer shall be a professional technical writer who has expert knowledge in communicating technical information by writing logically sound, technically reliable, and readily comprehensible documents such as research reports, procedures, processes, or specifications, and charts, graphs, and tables.

5.1.2.2. Technical writing is a dedicated professional specialty, separate from editing and distinct from the work of the researchers and the administrative support staff. It is not required that the writer specialize in a specific technical discipline, although that may be helpful.

5.2. In the event that this project is located within tribal land or includes tribal involvement as a stakeholder, ADOT-MPD and the Contractor must exercise tribal consultation and coordination protocol when providing related services. The purpose for this provision is to ensure compliance with "ADOT's Tribal Consultation Policy" and Arizona Revised Statute Section 41-2051, Subsection C - Responsibilities of state agencies located at:

https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/02051.htm.

An ADOT Tribal Transportation Consultation Online Training Course and Handbook are available to the Contractor and shall be reviewed upon selection. For an understanding of what that protocol entails, refer to Module 4 of the Course which is located on the Arizona Tribal Transportation website at: http://www.aztribaltransportation.org.

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

https://app.az.gov/ https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/02051.htm http://www.aztribaltransportation.org/

5.4. Combined with the professional Expertise & Experience, project staff ensures that qualified individuals will perform the task work elements and that the Department's project manager knows who will be performing each task. This project does require services that must be performed by those normally employed by and requiring the supervision of an Engineer.

Individuals designated as key staff are considered as being responsible for overall performance of a scope.

5.5. All Contractors and Subcontractors shall be registered in APP and ADOT DOORS (ADOT Disadvantaged Business Enterprise and On the Job Training Online Reporting System). All federally funded projects, regardless of participation by a DBE are required to be reported in this system.

The Contractor will be required to provide contact information necessary to enter and manage the contract in DOORS (See Exhibit 6).

5.6. Invoices shall be submitted using the provided MPD Billing Summary and Reimbursement (BSR) form in such a way that payment may be completed no more than monthly and no less than quarterly as agreed upon in the Work Plan. The MPD Billing Summary and Reimbursement Request Form (BSR) [Exhibit 3] must be used to submit invoicing. The BSR Billing Report must be completed in its entirety and must be signed. A single PDF package, assembled in the order with the Billing Report as the first page in landscape format, followed by all required forms of the BSR and then with all other support documentation, and named according to the file naming convention: {AgencyName INVxxxx MPD0125-22 DateSubmitted.pdf} shall be submitted to MPDInvoice@azdot.gov.

5.7. Fiscal Year End: The budgeting process and procurement portal process requires that purchase orders be closed out at the end of the State Fiscal Year (June 30th). An invoice for any billable amounts for completed/accepted items through the period ending June 30th shall be submitted no later than July 10th each year.

5.8. Direct Costs: All direct costs must be supported by receipts indicating payment information and date paid, and other suitable and appropriate documentation.

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

Project pursuant to 49 CFR 26.29.b(1). In the event the Prime fails to invoice ADOT according to its scheduled invoicing activities, and in any case where a Prime’s invoice has been rejected through no fault of the subcontractor’s performance, the Prime shall pay the subcontractor for satisfactory work completed in no more than 30 calendar days from receipt of invoice for that work.

mailto:MPDInvoice@azdot.gov

5.9. Final Invoice: When submitting the Final Invoice on the Project, make sure to pay attention to any DBE requirements. A close-out form Certification of Final DBE Payments (310PS) is required for every participating DBE and must be signed by the Prime and the DBE. Final certification forms may be obtained from https://azdot.gov/business/procurement/federal-forms-and-provisions under the selection for Services (Without Goal) - Project Specific. An invoice marked "final" triggers closeout of the work project, purchase order, and funding. No further retainage or payments may be made on the project after the final invoice is received. A financial closeout letter may be requested by the Department to verify payment receipts and that the Contractor’s financial office agrees the project is ready to close.

6. Department’s Responsibilities

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

6.2. The Department will decide all questions, which may arise as to the quality and acceptability of any work performed under the contract.

6.3. The Department will make available relevant Department Data, Statistics, Presentations, Videos, Graphics, etc. as agreed upon in the work plan.

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

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

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

4. NON-EXCLUSIVE CONTRACT

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

5. ORDERING PROCESS

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

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

6. INVOICING REQUIREMENTS

Invoices are required for each shipment of product or 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 MPDInvoice@azdot.gov or not containing the necessary and required information may delay payment. A Consultant whose payments are delayed due to improper invoicing shall make no claim against the Department or the State for late or finance charges.

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. CONTRACT ADMINISTRATION

The Consultant 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.

10. 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:

mailto:MPDInvoice@azdot.gov

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group 1655 W. Jackson Street, MD 100P

Phoenix, Arizona 85007-3276

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

Or to such other addresses as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so mailed shall be deemed to have been given as of the date such notice is received as shown on the return receipt. Furthermore, such notice may be given by delivering personally such notice, if intended for the State, to the Arizona Department of Transportation, Procurement Officer and, if intended for the Consultant, 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.

11. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY

This Contract may be canceled if the Consultant or any subcontractors or others in the employ or under the supervision of the Consultant 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 Consultant or any subcontractors or others in the employ of under the supervision of the Consultants 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.”

12. REVIEW OF CONSULTANT’S WORK

Work performed by the Consultant 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 Consultant’s work. Partial acceptance shall not relieve the Consultant’s obligation to correct, without charge, any errors in the work performed under this contract.

13. ACCURACY OF WORK

The Consultant 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 Consultant without additional compensation. Acceptance of the work by the Department shall not relieve the Consultant of the responsibility for subsequent correction of any such errors and clarification of ambiguities.

14. INDEMNIFICATION

To the fullest extent permitted bylaw, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as “Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that the Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the contractor or sub contractor(s) is/are an agency, board, commission or university of the State of Arizona.

15. INSURANCE

The Consultant 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.

Insurance Requirements

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. Policy shall be endorsed to include airports.

General Aggregate $5,000,000

Products – Completed Operations Aggregate $5,000,000

Personal and Advertising Injury $5,000,000

Damage to Rented Premises $50,000

Each Occurrence $5,000,000

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 non-owned automobiles used in the performance of this Contract. Policy shall be endorsed to include airports.

Combined Single Limit (CSL) $5,000,000

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

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

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 (Procurement, 1655 West Jackson Street, Phoenix AZ 85310 & 602.712.3717).

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.

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.

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.

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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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).

Specifically, vendor travel is addressed under the State of Arizona Accounting Manual (SAAM), Section 50: Travel, Sub-Section 65.

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…