CTR077498_Contract_Documents.pdf

Docusign Envelope ID: 3B65DF3A-2739-4DB0-B26F-E588535391C8

CTR077498

18th 25 June

6/18/2025

Rev. 03/2025

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

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

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM006797

DESCRIPTION: Acquisition and Relocation On Call

QUESTIONS: Inquiries regarding the solicitation are to be submitted online through the State’s e-Procurement system, Arizona Procurement Portal (APP) (https://app.az.gov/) using the Discussion Forum tab.

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Bambi Brenden Procurement Officer Phone: 602-712-4294 Email: bbrenden@azdot.gov

This solicitation is issued in accordance with A.R.S. §41-2534 and A.A.C. R2-7-C301 et seq., Competitive Sealed Proposals.

“An Equal Opportunity Agency”

The Arizona Department of Transportation, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252.42 U.S.C. §§ 2000d-4) and the Americans with Disabilities Act (ADA), hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin in consideration for an award.

Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by phone (602) 712-7466. 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

Solicitation No: BPM006797 Available online at

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 12

Uniform Terms and Conditions 23

Federal Provisions 36

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 59

2 - Title VI/Non-Discrimination Assurances Appendix E 60

3 - Confidentiality Statement/Waiver of Claim 61

4 - Certification of Final Disadvantaged Business Enterprise (DBE) Payment 62

5 - Quarterly Usage Report 63

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, Infrastructure Delivery and Operations, Right of Way Group (Department), has a requirement for on-call acquisition, relocation and related services.

1.2. The Department is seeking to augment its existing internal resources in the Right of Way (R/W) Group by forming a pool of on-call consultants for supplemental technical and/or professional services. The required services will be provided strictly on an as needed basis.

2. Introduction and Background

2.1. The Right of Way Group acquires real property and relocates eligible displaces in order to deliver the

5-year Construction Plan as determined by the State Transportation Board.

3. General Requirements

3.1. In accordance with Administrative Code (A.A.C.), Title 4, Chapter 28, the consultant is required to be a real estate broker in the State of Arizona. All agents must be employed by the contractor directly and shall maintain an active real estate license with the contractor. Any individual directly involved in developing, presenting, or discussing property purchase offers and relocation assistance entitlements must be similarly licensed with the contractor and shall have no personal contact with a property owner or displaced person or business without the benefit of such license. Compliance is required within sixty (60) days of notification. Clerical and administrative staff not directly involved in the technical functions of acquisitions and relocations need not be licensed.

3.2. The Contractor shall comply with the following:

3.2.1. Code of Federal Regulations Part V and subsequent revisions thereto – Uniform Relocation

Assistance and Real Property Acquisition Title 49 Transportation, Part 24 – (www.access.gpo.gov/nara).

3.2.2. Arizona Revised Statutes §28-7041 through §28-7156 and subsequent revisions thereto – (www.azleg.state.az.us)

3.2.3. Arizona Revised Statues, Section 32, Chapter 20 Real Estate and Arizona Administrative Code

Title 4, Chapter 28.

3.2.4. Arizona Department of Transportation, Infrastructure Delivery and Operations Division, Right of Way Procedures Manual, Acquisition Section Unit 4949.

3.3. The Contractor is required to use the Google platform. In the event that the Department changes their operating systems to another platform (e.g. Microsoft SharePoint), the Department will notify the contractor and issue an amendment for the new platform. Contractor shall be required to utilize the Department’s platform for electronic communications.

http://www.access.gpo.gov/nara http://www.azleg.state.az.us/

4. Specific Requirements

4.1. Acquisition.

4.1.1. Acquisition services shall consist of acquiring property as required for various projects. The contractor shall comply with Federal and State laws and the Department’s policies, procedures, rules and regulations, unless otherwise directed by the Department, and shall provide services in accordance with the following guidelines:

4.1.1.1. When notified by the Department, accompany the Department’s Appraiser and

Monitor to personally inspect the subject property to be acquired prior to presenting the offer to ensure all potential interests and improvements have been addressed. Immediately notify the Department of any potential concerns after inspection.

4.1.1.2. After receipt and review of the Department’s delineation package, personally inspect the subject property to be acquired prior to presenting the offer to ensure all potential interests and improvements have been addressed. Immediately notify the Department of any potential concerns after inspection.

4.1.1.3. Prepare offer documents based on the Department’s approved appraisal values, market analyses, or settlements. In the interest of expediting the acquisition, the Contractor may be required to obtain “cost-to-cure” bids for items associated with the acquisition not adequately addressed in the Department’s approved appraisal. A minimum of two (2) bids is required, unless otherwise directed by the Department.

Bids must be in writing, itemized, and submitted to the Department for approval.

The amount withheld must be entered on the Purchase Agreement as a security deposit, and the escrow agent shall release such funds only upon written permission of the Acquisition Section/Property Management Section.

4.1.1.4. All offers are to be presented in person to property owners within five (5) business days of receiving a fully executed Department’s delineation package, unless otherwise directed by the Department. Negotiate on behalf of the Department and perform other acquisition functions as necessary to obtain the required property rights. Including, but not limited to, detailed advisory assistance in the process for owner(s) to clear title. Prepare Right of Way Contracts and/or Purchase Agreement addenda for special conditions proposed by the property owner for items not covered in the Department’s standard acquisition documents and submit to the Department for approval. Prepare recommendations for administrative settlements and submit to Monitor, with thorough justification and supporting data, to the Department for approval. Once offer has been presented the property is to be posted with the Public Notice within one (1) business day of the offer presentation.

4.1.1.5. Prepare and/or consummate a purchase agreement, documents of conveyance, monitor and assist with property rights and lien releases, open and follow through to close of escrow on all successful acquisitions in a timely manner. The Contractor shall confirm with the Department’s Acquisition and Property Management Sections that the right of way has been cleared.

4.1.1.6. Maintain a current and detailed Contact Report for each parcel, documenting all actions relating to that parcel including dates, times, places, full names and relationships between the parties, telephone numbers, email address and summaries of all written and verbal communications.

4.1.1.7. Update the department’s database for each parcel on a weekly basis to allow the

Department to effectively monitor projects, including spreadsheets provided by the Monitor.

4.1.1.8. Contact reports shall be typed, and each page shall include the Department’s project identification number highway section, right-of-way parcel number, the name of the firm and the firm’s agent, and the agent’s signature. Each agent who works on the assigned parcel shall be required to document and sign the contact report after the activity is complete.

4.1.1.9. Provide timely notification to the Monitor when acquisition negotiations are unsuccessful, and condemnation may be necessary. Pre-condemnation meetings may be held prior to initiation of eminent domain proceedings. The Contractor may be present at such meetings to discuss history of negotiations. At the conclusion of such meetings, the Contractor may be directed to re-open negotiations with the property owner at the Department’s discretion. In certain situations, the Contractor may be required to consummate settlement agreements subsequently negotiated by the Department. Condemnation actions will be initiated and pursued by the Department in cases where negotiation has proven unsuccessful. Additionally, the Contractor shall be responsible for posting and documenting (i.e. photographing) a proper public notice on the property to be acquired or condemned in accordance with A.R.S. §28-7098.C. The posting of such notice is to occur at either the onset of negotiations, or the declaration of an impasse in negotiations, as determined by the Department.

4.1.1.10. Process escrows through the title company specified by the Department. Monitor progress of escrows to ensure timely closing and provide assistance in clearing title requirements as needed. Title insurance policies will be required in the amount of the purchase price of land and improvements only. The Contractor shall be responsible for verification of all escrow fees and approval of estimated settlement statement. The Contractor shall verify the required holdbacks are withheld by the title company and deliver a Final Settlement Statement to the Department at closing. The Department, at its sole discretion, may waive certain title requirements and necessity of escrow and title insurance.

4.1.1.11. Submit completed acquisition file to the Monitor for review, approval, and payment processing. Each file will include the appropriate transactional, payment transmittal, and database input documents designated by the Department. Further, the Contractor shall submit the completed transaction to its in-house Project Manager for review and approval prior to submission to the Monitor. File to be submitted to the Department according to the department’s format.

4.1.1.12. Obtain the Department’s approval for property owner’s request to salvage items of real property included in the Department’s purchase. Salvage value to be determined by the Department. Adjust the purchase price to reflect a payment reduction to the property owner for approved salvaged items.

4.1.1.13. Advise the Monitor when an occupied property is to be vacated and when applicable, supply to the Department any kays to buildings acquired or title/VIN to any mobile home immediately upon closing along with completed Vacate Notice and photo documentation. The Acquisition/Relocation Agent may accompany a Property Management Agent to perform a walk-through inspection of property ensuring everything is in compliance with Purchase Agreement for proper release of security deposits.

4.1.1.14. Written notification to Acquisition Section is required immediately, within the same day of the close of escrow so the Department can assume the responsibility to administer the extended occupancy agreement.

4.2. Relocation.

4.2.1. The Contractor shall provide relocation advisory assistance to eligible displaced individuals and businesses in accordance with the following guidelines:

4.2.1.1. Determine the eligibility and needs of individuals and businesses displaced by the

Department’s project through personal interviews with displacees and complete the Residential and Business Relocation surveys and checklist. Present displacees with Acquisition, Relocation and Title VI Brochures.

4.2.1.2. Provide displaced individual and businesses with current and continuing information on replacement properties.

4.2.1.3. Calculate residential and business relocation benefit entitlements, submit to the

Department for approval, and upon approval by the Department, inform the displacee in writing of the calculated entitlements in a timely manner immediately following the presentation of the Departments offer to acquire. Provide residential displacee with documentation of the specific comparable replacement property used in the calculation of replacement housing benefits. The Contractor’s field agent working directly with the residential displacee shall not establish replacement-housing calculations.

4.2.1.4. Accompanied by displacee, prepare written and photographic inventories of personal property to be relocated from displaced residences or businesses.

Inventories are to be accepted and certified by the displacee.

4.2.1.5. Obtain a minimum of two (2) bids for commercial moves, including bids for the disconnection and reconnection of personal property. Additional bids may be required if there is a discrepancy in the previous bids. Contractor shall solicit bids and accompany bidders on the inspection appointments. Bids must be in writing, itemized, and guaranteed for at least ninety (90) days. Residential self-moves are to be in accordance with the current Federal Highway Administration (FHWA) Fixed Moving Cost Schedule. For displaced businesses, bids shall be based on certified inventory. At time of move, Contractor shall reconcile inventory of personal property actually relocated and adjust moving cost allowance accordingly. Provide displacee with written notification of agency approved move benefits.

4.2.1.6. Issues vacate notices to displacee in compliance with State statute/policy and

Federal regulations, and in accordance with the needs of the project, and immediately deliver vacate notices to the Department’s Acquisition and Property Managements Sections.

4.2.1.7. Issue other notices as appropriate such as Notice of Intent to Acquire, and/or Notice of Eligibility 90 day and 30 day vacate notices.

4.2.1.8. Inspect replacement housing to ensure that it meets applicable Decent, Safe and Sanitary (DS&S) Standards and provide photographic documentation.

4.2.1.9. Minimize hardship to persons and businesses by providing counseling, information as to other sources of assistance, methods of claiming relocation benefits, and such other assistance as may be appropriate.

4.2.1.10. Maintain a current and detailed Contact Report and update department’s database for each displacee, documenting all actions relating to that displacee including dates, times, places, full names and relationships between the parties, telephone numbers, email addresses, and summaries of all written and verbal communications. Contact reports shall be typed, and each page shall include the Department’s project identification number, highway section, right-of-way parcel number, the name of the firm and the firm’s agent, and the agent’s signature.

4.2.1.11. Update the department’s database for each parcel on a weekly basis to allow the

Department to effectively monitor projects, including spreadsheets provided by the Monitor.

4.2.1.12. Submit relocation file and appropriate claim documents, approved and signed by the Contractor’s Project Manager, for payment of benefits, along with all supporting documentation including up-to-date Contact Report, to the Department for review, approval, and payment processing. The sufficiency of the documents supporting each claim shall be at the sole discretion of the Department.

4.2.1.13. Review all appeals for validity before request forms are forwarded to the Monitor and Acquisition Manager. Make available to the Department all information pertaining to matters under appeal. Be present and testify at appeal hearings upon the Department’s request.

4.2.1.14. Remain available locally, upon request by the Department, to provide additional services while any eligible claim is pending.

4.3. Other Related Services.

4.3.1. Provide miscellaneous services including, without limitation, research, relocation plans and studies, and other real estate functions as may be required in connection with the Department’s acquisition, relocation and condemnation of real property. Consultants need to have an active Arizona Regional Multiple Listing Services (ARMLS) account to perform any comparable Decent, Safe & Sanitary Inspections for relocation entitlement packages and advisory services as needed for the agency.

4.3.2. 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.

4.4. Project Administrative Requirements.

4.4.1. Identify a Project Manager who shall be available and familiar with acquisition and/or relocation work assignment status at all times, establish an internal process to address problems before escalation to the Monitor and attend project-related meetings and conferences as required.

4.4.2. Ensure the Department’s database is updated as required providing the Department with:

cumulative summaries of all acquisition and/or relocation activities to date, projected completion dates based on current progress, status of each parcel with dates of specific milestones in the process, problems encountered and actions needed to resolve these problems.

4.4.3. The Contractor shall assign the same agent to accomplish the required acquisition and relocation activities, if appropriate, for each individual property purchase conducted for the

4.4.4. 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.

4.4.5. Additional work by the agent beyond the scope of the relocation process shall require preapproval by the Department. The additional work will be noted and documented in the contact report and department’s database. Additional documentation may be required by the

4.4.6. Maintain complete, up to date and accurate records to be available for inspection by the

Department at any time. A separate file shall be maintained for each acquisition and relocation file, and shall include a detailed and timely record of all contact efforts. Copies or originals of all correspondence and documents shall be retained in said file. All record keeping requirements must comply in accordance with Arizona Revised Statues, Section 32, Chapter 20.

4.4.7. Correct any deficiencies noted by the Department, at no additional cost.

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

4.5.1. Administrative Support Personnel – Under general supervision is responsible for performing administrative support duties related to real property acquisition and residential and business relocation, performs related work as needed.

4.5.2. Intermediate Acquisition and Relocation Agent, Licensed – Minimum of one (1) year of experience. Under general supervision performs technical work regarding matters of property acquisition and relocation. Proficiency in acquisition and/or complex residential/tenant and owner occupant relocation, including split cases and carve outs and basic business relocations.

Working knowledge of all applicable Federal and State regulations, statutes and law.

4.5.3. Senior Acquisition and Relocation Agent, Licensed – Minimum of three (3) years of experience.

Performs advanced, technical right-of-way work regarding matters of property acquisition and relocation, including reviewing, finalizing, supervising, negotiating management and condemnation in the office and field; performs related work as required. Proficiency in acquisition and/or complex residential/tenant and owner occupant relocation, including split cases and carve outs and basic business relocations. Thorough knowledge of State and Federal relocation laws and guidelines as it applies to above.

4.5.4. Project Manager – Minimum of five (5) years of experience. Manages right-of-way projects and performs advanced, technical right of way work of considerable difficulty. Proficiency in right of way and land acquisition and/or complex residential/tenant and owner occupant relocation, including split cases and carve outs and complex business relocations. Ability to motivate and supervise relocation staff members.

4.6. The Contractor shall comply with the following Performance Measures:

4.6.1. Contractor is required to maintain the following standards of performance.

4.6.1.1. Timeliness, accuracy and quality of service while performing all work requirements.

4.6.1.2. Compliance with applicable laws, policies and regulations.

4.6.1.3. Timely, accurate and appropriately documented invoicing procedures.

4.6.1.4. Complete all necessary courses required by the Department within a timely manner i.e. Computer Security, etc.

4.7. The Contractor shall comply with the following Information and Records Security Requirements:

4.7.1. Access to all information associated with acquisition and relocation imposes certain responsibilities and obligations to the Contractor and their employees. Use of this information must always be ethical and reflect honesty and shall demonstrate respect for intellectual property, ownership and system security mechanism. This applies to any electronic equipment and/or data storage devices containing departmental information i.e. laptops, desktops, telephones, cellular phones, tablets, USB flash drives, external hard drives, scanners, copiers, cameras, etc. used to access print, transmit, or store the departmental information.

4.7.2. The Contractor and their employees are to exercise good judgment in their use of the department’s information and to refrain from any use or activity that may cause damage to, or result in, the loss or theft of information.

4.7.3. The unauthorized acquisition, use, reproduction, transmission, or distribution of any controlled information is prohibited. This includes computer software and data, personally identifying or privacy information, copyrighted, trademarked, or material with other intellectual property right (beyond fair use), proprietary data, or export controlled software or data.

4.7.4. The Contractor shall:

4.7.4.1. Ensure data is backed up and stored regularly on the Contractor’s servers in case the mobile or computer equipment is lost, damaged, or un-recoverable.

4.7.4.2. Ensure all data, including personally identifying or privacy information is stored in a safe manor acceptable to industry standards.

4.7.4.3. Comply with Arizona Revised Statutes, Title 44 Trade and Commerce, Section 44-

7601 Discarding and disposing of records containing personal identifying information.

4.7.4.4. Immediately report any breach of security to the data system to the Department within 24 hours of the breach.

4.7.4.5. Notify the Department within 24 hours of the loss of any electronic equipment and/or data storage devises containing departmental information i.e. laptops, desktops, telephones, cellular phones, tablets, USB flash drives, external hard drives, scanners, copiers, cameras, etc.

4.7.4.6. Ensure all departmental data is encrypted if stored on a mobile electronic device.

5. Contractor’s Responsibilities

5.1. The Contractor shall:

5.1.1. Process Payments in a timely manner.

5.1.2. Receive written approval from the Department before proceeding with work assignment.

5.1.3. Meet the Department’s staff as directed on a regular basis to discuss projects and parcels.

5.1.4. Require employees 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.

5.1.5. Submit documents in the Google platform to the Department (i.e. Google Docs, Gmail, and Google Forms).

6. Department’s Responsibilities

6.1. The Department will:

6.1.1. Provide Contractor with an acquisition package for each assigned parcel containing, without limitation, the following: conveyance documents, title reports, the Department’s appraisal and approved Appraisal Review Summary of the assigned parcel or Market Analysis, whichever is applicable, right-of-way and/or construction plans, when available, and Right of Way Project Management Parcel Transmittal.

6.1.2. Provide Contractor with standard acquisition and relocation forms, along with samples and instructions.

6.1.3. Arrange access to the department’s database to maintain parcel transaction information.

6.1.4. Furnish any special instructions in writing.

6.1.5. Appoint a Department Monitor who shall have the authority to monitor contract requirements. Duties to include, without limitation, review, coordinate, and/or approve acquisition, relocation and related services claims, condemnation actions, administrative settlements, and relocation appeals.

6.1.6. Process all acquisition and relocation payments.

6.1.7. Conduct all condemnation actions and related activities.

6.1.8. Approve all work assignment modifications.

6.1.9. Review, approve, and process the Contractor’s payment reports.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

The term of any resultant contract shall commence on the effective date of award and shall continue for a period of 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, expense reports and Department database reports are required for each Task Assignment and will be submitted monthly or at the discretion of the project manager. Invoices shall include at a minimum:

• Department Location’s Name and Address

• Vendor Name, Remit to Address and Contact Information

• Contract Number

• Task Assignment Number

• Purchase Order Number

• Invoice Number and Date

• Date/period of service to the Department

• Contract Line Item Number

• Line Item Description or Item or Service

• Applicable Project Number

• Quantity

• Line Item Unit of Measure

• Price per Unit and Total per Unit

• Applicable taxes

• Applicable Shipping/Freight Charges

• Total Invoice Amount Due

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

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

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

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

The Department will pay reimbursable and subcontractor services at cost, with no markup. Reimbursables include but is not limited to equipment rental, commodities purchased, etc.

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 sixty (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

1655 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, knifes or blade of more than three (3) 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

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

16.1. Insurance Requirements

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

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

16.2. Minimum Scope and Limits of Insurance

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

16.2.1. Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000

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

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $ 50,000

• Each Occurrence $1,000,000

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

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

16.2.2. Business Automobile Liability

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

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

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

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

b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards,

16.2.3. Worker's Compensation and Employers' Liability

• Workers' Compensation Statutory

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

a. Policy shall contain a waiver of subrogation endorsement, as required in this written agreement, in favor of the State of Arizona, and its departments, agencies, boards,

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

16.2.4. Professional Liability (Errors and Omissions Liability)

• Each Claim $2,000,000

• Annual Aggregate $2,000,000

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

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

16.3. Additional Insurance Requirements

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

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

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

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

16.4. Notice of Cancellation

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

16.5. Acceptability of Insurers

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

16.6. Verification of Coverage

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

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

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

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

16.7. Subcontractors

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

16.8. Approval and Modifications

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

16.9. Exceptions

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

17. USAGE REPORT

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 5. 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.

All contract terms, conditions and provisions shall apply to subcontractors.

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 (https://gao.az.gov/travel/travel-information) 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

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

25. PERFORMANCE STANDARDS

Performance of this contract may require the Contractor 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.

The Contractor agrees that Contractor’s employees and Subcontractor’s employees will not divulge or release data or information developed or obtained in connection with the performance of the resulting contract, unless made public by the Department, except to authorized-State personnel, or upon written approval of the…