CTR075470_Contract_Documents.pdf

Docusign Envelope ID: D78C868A-7E6F-400B-90FD-71143B80F136

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CTR075470

February

1/21/2025

Rev. 05/2023

Procurement

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM006564

DESCRIPTION: Right of Way Agents

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.

Kelly Greene Procurement Officer Phone: 602-712-4879 Email: kgreene@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 Opportuni ty 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) 712-7466. 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) 712-7466.

https://app.az.gov/

TABLE OF CONTENTS

Sol icitation No: BPM006564 Avai lable onl ine at https://app.az.gov/

Procurement

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 13

Uniform Terms and Conditions 29

Federal Provisions 48

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 73

2 - Title VI/Non-Discrimination Assurances Appendix E 74

3- Confidentiality Statement/Waiver of Claim 75

4- Quarterly Usage Report 76

5- 310PS DBE Certification of Final Payments 77

SCOPE OF WORK

1. Statement of Need

1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona Department of Transportation (Department), has a requirement for qualified firms and/or individuals, hereby referred to as the Contractor, to provide Right of Way Agent services.

2. Introduction and Background

2.1. The Department’s Right of Way Group acquires and disposes of property in order to deliver the 5-year Construction Plan as determined by the State Transportation Board. The Department is seeking to augment its existing internal resources in the Right of Way (R/W) Group by forming a pool of on-site consultants, for supplemental technical and/or professional services. The required services will be provided strictly on an as needed basis.

3. General Requirements

3.1. The Contractor shall provide services for any or all of the following class titles:

3.1.1. Right of Way Agent Intermediate, Unlicensed

3.1.2. Right of Way Agent Senior, Unlicensed

3.1.3. Right of Way Agent Intermediate, Active Licensed

3.1.4. Right of Way Agent Senior, Active Licensed

3.1.5. Right of Way Agent Technical Liaison, Unlicensed

3.2. Classifications are all inclusive of the anticipated services to be performed under the contract. No additional classifications will be considered during the life of this contract.

4. Specific Requirements

4.1. Right of Way Agent, Unlicensed - These are technical positions that are used in more than one

Department Section. The duties are varied with each Section. The position may require both field and office work in project coordination, the review of real property acquisition, relocation claims and entitlements not involving direct contact or negotiations with property owner, individuals and businesses displaced by State projects.

4.1.1. Right of Way Agent Intermediate, Unlicensed

4.1.1.1. Special Selection Factors – Completion of two (2) years of college, university or technical school education or three (3) years of responsible technical right-of-way experience or related transportation engineering work may be substituted for the required education on a year for year basis to a maximum of two (2) years;

additional education may be substituted for the required experience on a year for year basis to a maximum of two (2) years.

4.1.2. Right of Way Agent Senior, Unlicensed

4.1.2.1. Special Selection Factors – Completion of two (2) years of college, university or technical school education or five (5) years of progressively responsible technical right-of-way experience, including at least two (2) years of work similar or closely related to that performed by a Right-of-Way Agent Intermediate; additional experience in technical right-of-way or related transportation engineering work may be substituted for the required education on a year for year basis to a maximum of two years; additional education may be substituted for the required experience on a year for year basis to a maximum of two (2) years.

4.1.3. Work Activities/Responsibilities - Depending on position and location, Duties may include but not be limited to a combination of the following activities:

4.1.3.1. Project Management/Coordination:

4.1.3.1.1. Prepare and monitor project R/W cost estimates and schedules. The coordination, preparation, monitoring and reviewing of Department processes through completion of project schedule.

4.1.3.1.2. Liaison between engineering designs, engineering districts, local governmental agencies and the Department. Coordinate and arrange meetings with project stakeholders to communicate Department policies and procedures.

4.1.3.1.3. Request hazardous material site assessments from Environmental Planning Section for parcels needed for new construction; monitor requests and status of reports for hazardous materials.

4.1.3.1.4. Receive, prepare and/or perform technical review of acquisition package elements; department status reports, plans, title reports, appraisals, delineation, relocation requirements, extended occupancy agreement, outstanding hazardous material issues and FHWA authority.

4.1.3.1.5. Assemble acquisition packages and transmit; recommend project schedule changes if needed.

4.1.3.1.6. Coordinate and interact with Department on-call consultants, Federal and State agencies, all Department districts and sections.

4.1.3.1.7. Prepare project status reports, clearance letters and procurement reports.

4.1.3.2. Acquisition and Relocation:

4.1.3.2.1. Issue appropriate notices; perform decent, safe, and sanitary inspections of replacement housing; administer business relocation services;

maintain by parcel current and detailed contact reports.

4.1.3.2.2. Perform miscellaneous services including regulatory research, relocation surveys and real estate functions and any other ancillary services as may be required.

4.1.3.2.3. Applies regulatory requirements imposed by the Uniform Act 49CFR, Part

24 to effectively acquire property and disseminate relocation benefits to eligible displaced persons.

4.1.3.2.4. Acquires real property rights interests as an agent for, and on behalf of, the State. Applies Relocation Assistance as prescribed by the Uniform Act 49CFR, part 24.

4.1.3.3. Property Management:

4.1.3.3.1. Secure rental agreements for persons/tenants who are to occupy/lease state-owned property until it is disposed of for road development.

4.1.3.3.2. Contact tenants of property; obtain signatures for rental documents;

follow up at later date for any delinquent rentals; inspects property regularly to note required maintenance.

4.1.3.3.3. Assist in the sales/disposition of State owned real property and/or property improvements not required for roadway improvement; obtain list of properties available, a description of each, and financial documents concerning property ownership.

4.1.3.3.4. Prepare pamphlet of available properties for sale to give to prospective buyers; publicizes property for sale through newspapers and any other ancillary services as may be required.

4.1.3.3.5. Perform Property Management functions that are required.

4.2. Right of Way Agent, Active Licensed - These are technical positions used in various Department

Sections and may require both field and office work in project coordination, acquisition of property and property rights, relocation or property management and duties are varied with each Section. On-site consultants working in the Active Licensed classifications are required to have and maintain, throughout the term of the contract, a current and active: State of Arizona Real Estate License, Arizona Multiple Listing Services access, electronic key access, and an Arizona Notary commission. Licensed Real Estate Agents will remain properly aligned under a Broker within the submitting firm. Compliance is required within 60 days of contract award.

4.2.1. Right-of-Way Agent Intermediate, Active Licensed

4.2.1.1. Characteristics of the Class: Under general supervision, is responsible for technical right-of-way work of average difficulty both in the field and office, in condemnation acquisition, relocation and property management; and performs related work as required.

4.2.1.2. Examples of Duties: Duties shall include but not be limited to reviews and compiles information furnished by negotiation, plans, appraisals, delineation and titles division preparatory to sending each property parcel to legal division;

writes descriptions of property in form using township of other land plats and photos, and lists all persons or agencies who have any interest in property to be condemned, with their addresses and the type of legal service that may be used; confers with State’s counsel to prepare exhibits for trials; files appropriate condemnation papers with officials in individual counties; attends court proceedings; obtains copies of Order of Immediate Possession from Clerk of Court; inspects all factors related to the property, on paper and in person;

makes complete reports of work performed; reads and interprets property appraisals, titles, reports, plans and descriptions; visits with property owners or their representatives to negotiate and acquire their holdings; resolves any problems connected with acquisition such as construction, grade, irrigation and drainage, titles, relocation and effect of construction on sellers’ remaining property; inspects property to be used for material sites, highways maintenance comps, or haul roads, noting any features that should be considered for next immediate use of the property, confers with right-of-way personnel in other departments where there are mutual interests; may act as lead man or assist in training or less experienced personnel.

4.2.1.3. Knowledge, Abilities and Skills: Knowledge of the methods required for the condemnation and/or acquisition of property, negotiations; practices and procedures in property management and relocation of people; legal processes, and agencies to contact, in order to describe and acquire property;

interpretation of delineation drawings and other engineering plans to be able to analyze and describe features of property. Skill/Ability to deal with property owners, public officials; work with a number of detailed matters simultaneously; effectively negotiate for property; use legal terminology in describing property, to write comprehensive reports.

4.2.1.4. Special Selection Factors: Completion of two (2) years of college, university or technical school education and three years of technical right-of-way experience; additional experience in technical right-of-way or related sub-professional engineering work may be substituted for the required education on a year for year basis, to a maximum of two (2) years; additional education may be substituted for the required experience on a year for year basis, to a maximum of two (2) years.

4.2.2. Right-of-Way Agent Senior, Active Licensed

4.2.2.1. Characteristics of the Class: Under direction, performs technical right-of-way work of considerable difficulty reviewing, finalizing, and supervising and negotiating regarding matters of property acquisition, relocation, management and condemnation in the office and field; and performs related work as required.

4.2.2.2. Examples of Duties: Duties shall include but not be limited to drawing together all legal and engineering documents necessary for negotiation of property to be used for material sites, haul roads, roadway construction or improvement;

completes appropriate applications and descriptions needed for acquisition negotiation; arranges for graphic exhibits to be prepared, for later use in any court proceedings and for an accurate description of property; files legal papers with public officials to condemn or acquire property; meets with lawyers, corporation officers, city councils, school boards, and other interested parties on unusual or difficult problems; may act as expert witness interpreting plans, maps, photos, and descriptions of property to be acquired; reviews the proceedings, methods, and paperwork completed by other agents, to ensure that a transaction is in good order; finalizes the entire R/W process prior to construction activity by examining “parcel files” to determine accuracy and adequacy of property descriptions, title clearances, acquisition papers;

maintains detailed files on the R/W process; instructs and supervises subordinate R/W agents.

4.2.2.3. Knowledge, Abilities and Skills: Knowledge of the methods and documents required for the condemnation and/or acquisition of property including a thorough knowledge of negotiation proceedings; practices and procedures used in property management and relocating people; review and finalization procedures to complete the R/W process prior to roadway construction;

interpretation of engineering or delineation drawings; the principles and practices of supervision and training. Skill/Ability to deal with community groups, individuals, public agencies, to assist with condemnation of acquisition of property; work with a number of detailed matters simultaneously and to solve R/W problems of complexity; supervise a small group of subordinate R/W agents, allocating work on the basis of time, ability, and interests.

4.2.2.4. Special Selection Factors: Completion of two (2) years of college, university or technical school education and five years of progressively responsible technical right-of-way experience, including at least two (2) years of work similar or closely related to that done by a Right-of-Way Agent Intermediate; experience in technical right-of-way or related sub-professional engineering work may be substituted for the required education on a year for year basis, to a maximum of two (2) years; additional education may be substituted for the required experience on a year for year basis, to a maximum of two (2) years.

4.3. Right of Way Agent Technical Liaison, Unlicensed - These are technical positions that are used in more than one Department Section. The duties are varied with each Section. The position may require both field and office work in project coordination, property management and project management. Understanding and Interaction with titles, designers, and engineers may be necessary. Must have the ability to work across all sections of Right of Way.

4.3.1. Characteristics of the Class: Under general direction, performs complex, high priority, sensitive, administrative and technical right of way work; researching, reviewing, coordinating, overseeing teams, resolving issues, training, mentoring, instructing staff and consultants.

4.3.2. Examples of Duties: Duties shall include but not be limited to supporting the Right of Way Group serving as the Right of Way Liaison on a variety of special Right of Way Group and Department teams; Performs in-depth research, gathers all required documents, plans and information; Completes detailed technical reviews; Provides timely input and detailed feedback to identify potential impacts to the overall right of way process and to resolve the most complex Right of Way issues; Provides detailed instruction and formalized training to ADOT staff, consultants and other Departments.

4.3.3. Knowledge, Abilities and Skills: Comprehensive knowledge of the methods, standards, procedures, policies, products and services of the Right of Way Group and the Department, including field surveying, roadway engineering and design, right of way plans, existing right of way reports, title reports, legal descriptions, appraisals, acquisition, condemnation and property management. Skills/Ability to communicate professionally and effectively; Provide extensive institutional knowledge, mentoring and training; Serve on a variety of teams to complete special projects, programs and assignments, meeting the specialized needs and goals of the Right of Way Group and the Department.

4.3.4. Special Selection Factors: Completion of two (2) years of college, university or technical school education and ten years of progressively responsible technical right-of-way experience, including at least five (5) years of work similar or related to that performed by a Right-of-Way Agent Senior; Additional experience in technical right-of-way or related transportation engineering work may be substituted for the required education on a year for year basis to a maximum of two (2) years; Additional education may be substituted for the required experience on a year for year basis to a maximum of two (2) years.

4.4. On-Site Consultants Responsibilities

4.4.1. Complete work assignments in a timely and accurate manner; meet deadlines for assignments as set by the Department Section Manager. Inform the Department Section Manager of any assignment problems encountered.

4.4.2. Attend all internal or public meetings/workshops directly related to work assignments as necessary, or as requested.

4.4.3. Maintain database for all files assigned to on-site consultant.

4.4.4. Communicate effectively with other section(s) of the Department, government agencies and/or general public with the ability to provide up to date information. All inquiries as related to the general public shall be reviewed by Communication and Community Partnerships prior to being distributed.

4.4.5. Consultants are prohibited from operating state-owned vehicles.

4.4.6. Statewide travel to complete work assignments may be necessary to avoid project delays.

If a Contractor’s employee is required to travel, the Department will not directly reimburse the employee for expenses that they may incur. The Contractor may request reimbursement in accordance with the contract Special Terms and Conditions for any payment made to their employees for travel related expenses incurred during completion of work assignments.

4.4.7. The quality of the information reported to the Department remains with the Contractor.

Any additional work due to erroneous assumptions, invalid/incorrect data or computational errors, remains the responsibility of the Contractor, even if errors are identified after initial acceptance of any product within the contract period.

4.4.8. Adhere to all Department, State, and Federal policies and procedures.

4.4.9. Provide monthly work production/manpower reports on approved form. Reports shall be provided by the deadlines established by the Department Section Manager.

4.4.10. Copies of current certificates and/or active licenses shall be provided to the Department.

Pursuant to the Arizona Department of Real Estate laws and rules, “active” means the licensee has a current license and is employed by or on behalf of a broker to perform the required services for Right of Way Agent Intermediate and Right of Way Agent Senior, active licensed. Broker must be the employing firm for all on-site consultants.

4.4.11. On-site consultants working in the Active Licensed classifications are required to have and maintain throughout the term of the contract, a current and active: State of Arizona Real Estate License, Arizona Multiple Listing Services access, electronic key access, and Arizona Notary commission. Compliance is required within 60 days of contract award.

4.4.12. Work performed on-site shall be accomplished during Department business hours. For the purposes of this contract, business hours are defined at 6:00 AM to 6:00 PM Monday through Friday, excluding State holidays.

4.4.13. On-site work schedules shall be approved by Department Section Manager in advance.

Time billed under this contract shall only be for hours worked excluding breaks or time off.

4.4.14. Contractor employees working on-site shall dress business casual, as appropriate for the work environment.

4.4.15. Any work performed off-site shall be pre-approved by Department Section Manager.

Equipment and reliable internet connection required for off-site work shall be the responsibility of the Contractor.

4.5. Performance Standards

4.5.1. The Department relies upon the provision of services in accordance with the contract;

therefore, the Contractor agrees that time is of the essence, and that contractual commitments shall be met.

4.5.2. Performance of this contract may require the on-site consultants to have access to and use of data and information which may be considered proprietary to a Government agency or a Government Contractor or which may otherwise be of such a nature that its dissemination or use, other than in the performance of this contract, would be adverse to the interests of the Department or others.

4.5.3. The Contractor and all on-site consultants shall follow Department policy, rules, including but not limited to:

4.5.3.1. Comply with work policies, standards and procedures established by the Department. The Contractor and their on-site consultants shall conform in all respects with regard to physical, fire and security regulations while on the premises of the Department.

4.5.3.2. Interact cordially with Department personnel and all such others; i.e. property owners, attorneys, state and federal agencies.

4.5.3.3. Respond professionally to Department supervisory personnel.

4.5.3.4. Park in agency assigned locations when reporting for duty.

4.5.4. At the discretion of the Department, if an on-site consultant assigned to the Department does not satisfactorily perform the assigned duties, or if the Department considers any on-site consultants conduct to be detrimental to the Department’s program, the Contractor shall withdraw such on-site consultant immediately upon the Department’s notification and shall replace the withdrawn on-site consultant with another on-site consultant at no additional charge to the Department.

4.6. On-Site Consultants Selection and Assignment

4.6.1. The Department reserves the right to determine which Contractor will be notified for work assignments, based on potential conflicts of interest.

4.6.2. When services of an on-site consultant are required, the Department will notify the Contractor(s) to provide current resumes, active licenses and/or certificates of available on-site consultants for the required Level of Work Classification.

4.6.3. The Department will select those resume(s) reflecting skills, education and/or experience determined to best suit the assignment.

4.6.4. The Department shall reserve the right to interview all prospective on-site consultants to be assigned.

4.6.5. At the time mutual agreement is reached between the Department and the Contractor to provide the required services, a Purchase Order will be issued by the Department naming the on-site consultant selected, Level of Work Classification, start date, project number, hourly rate, and other data pertinent to the assignment as necessary.

4.6.6. Contractor shall require on-site consultants to execute a copy of Exhibit 3, Confidentiality

Statement/Waiver of Claim, prior to commencement of each assignment. The original shall be submitted to the Right of Way Group and the Contractor shall retain a copy.

4.6.7. On-site consultants are chosen to perform the work based upon training and qualifications. Therefore, the selected on-site consultant is not to be removed, transferred or replaced during the work assignment without the Department’s written concurrence.

The Department shall not unreasonably withhold approval.

4.6.8. Hours may vary from office to office and must be approved by the designated Department

Section Manager. On-site consultants are required to report hours worked on a weekly basis and obtain approval by the Department. On-site consultants shall not exceed forty

(40) hours per week without prior written approval from the Department.

4.6.9. The Department may use the services procured under this contract on a full time or part time basis, at the discretion of the Right of Way Administrator. Hours worked may be Monday through Friday. Weekends, evenings and overnight stays may be required on occasions.

4.6.10. On-site consultants shall conduct only such business as covered by the contract, during periods paid for by the Department. Any business not directly related to this contract shall not be conducted on the Department premises.

4.6.11. Contractor shall not solicit any Department personnel for employment in either full or part-time positions in accordance with A.R.S. §38-504.

4.6.12. Contractor shall be responsible for any damages whatsoever to Department property when such property is the responsibility or in the custody of the Contractor or its employees.

5. Contractor’s Responsibilities

5.1. The Contractor is responsible for verifying the validity of the background of its employees referred to the Department for assignment.

5.2. The Contractor shall provide a work schedule of each on-site consultant for the Department’s approval.

6. Department’s Responsibilities

6.1. Provide specific work assignments for consultants including due dates for each project.

6.2. Provide guidance, training for the accomplishment of work assignments.

6.3. Review all work performed by on-site consultants, as needed.

6.4. For on-site work, Department shall provide working space, equipment and materials necessary for the performance of services described herein. No equipment will be provided for work performed off-site.

6.5. Provide access to all Department policies, procedures, Arizona Revised Statutes (A.R.S.), rules, Federal Highway Administration (FHWA) and the Code of Federal Regulations (CFR) as needed to complete assignments/projects.

6.6. Federal Aid Projects/Assignments

6.6.1. Prior to the start of a project/assignment utilizing federal funds, the Department will receive authorization from FHWA.

6.6.2. Upon written authorization from FHWA to utilize the funds for each project/assignment, the Department shall identify the federal aid project number on each purchase order.

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

The Contractor or any subcontractors are prohibited from having weapons in their possession or on their person within the building. Weapons shall be stored securely, consistent with A.R.S. § 13-3118, in the Contractor’s or any subcontractor’s vehicle if there are no storage amenities available at the ADOT facility. This contract may be cancelled if 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 device, knife or blade of more than three inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property except in the manner stated above.

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

13. REVIEW OF CONTRACTOR’S WORK

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

14. ACCURACY OF WORK

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

15. INDEMNIFICATION

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

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

16. INSURANCE

16.1 The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to the Department. Certificate(s) shall be received within Ten (10) calendar days of notification of contract award by the Procurement Officer.

16.2 Insurance Requirements

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

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

16.3 Minimum Scope and Limits of Insurance

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

16.3.1 Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000

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

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $50,000

• Each Occurrence $1,000,000

a. The policy shall be endorsed, as required by this written agreement, to include the

State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor.

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

16.3.2 Business Automobile Liability

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

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

a. Policy shall be endorsed, as required by this written agreement, to include the State of

Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non-owned by the Contractor.

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

16.3.3 Workers’ Compensation and Employers' Liability

• Workers' Compensation Statutory

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

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

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

16.3.4 Professional Liability (Errors and Omissions Liability)

• Each Claim $2,000,000

• Annual Aggregate $2,000,000

a. In the event that the Professional Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two (2) years beginning at the time work under this Contract is completed.

b. The policy shall cover professional misconduct or negligent acts for those positions defined in the Scope of Work of this contract.

16.4 Additional Insurance Requirements

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

16.4.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded the

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

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

16.5 Notice of Cancellation

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

16.6 Acceptability of Insurers

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

16.7 Verification of Coverage

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

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

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

16.7.3 All certificates required by this Contract shall be sent directly to the Department. The

State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. 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 shall be noted on the certificate of insurance.

16.8 Subcontractors

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

16.9 Approval and Modifications

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

16.10 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.

24. LICENSES, PERMITS, CERTIFICATIONS

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