CTR079521_Contract_Documents.pdf

ATTACHMENT 1

OFFER AND ACCEPTANCE

Solicitation No: BPM007014 Available online at https://app.az.gov

Rev. 08/2025

OFFER

TO THE STATE OF ARIZONA:

The undersigned hereby offers and agrees to perform in compliance with all terms, conditions, specifications and amendments of this solicitation and any written exceptions in the Offer. Signature also acknowledges receipt of all pages indicated in the Table of Contents.

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

Address Printed Name and Title

City, State, Zip Title

Email Address Contact Name and Title

☐ By checking this box, Offeror is certifying that it is exempt from the requirements regarding the forced labor of ethnic Uyghurs and boycott of Israel because of one of the following: Contractor is a Sole proprietorship, has fewer than ten (10) employees; or is a non-profit organization.

Contact Email Address Contact Phone Number

CERTIFICATION: By signature in the above, Offeror certifies that it:

1. Will not discriminate against any employee or applicant for employment in violation of any Federal anti-discrimination laws, rules, regulations or executive orders, [Arizona] State Executive Orders 2023-09, 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41- 1465;

2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or Service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;

3. Complies with A.R.S. § 18-132 when offering electronics or information technology products, Services, or maintenance;

4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instruction to Offerors.

Any extensions to the Offer Acceptance Period shall be made in accordance with A.A.C. R2-7-C310;

5. Did not and will not involve collusion or other anti-competitive practices; and

6. Is not debarred from, or otherwise prohibited from, participating in any contract awarded by federal, state, or local government;

7. Does not participate in, and agrees not to participate in during the term of the contract, a boycott of Israel in accordance with

A.R.S. § 35-393 et seq. (Unless exempt)

8. Does not participate in the use of forced labor of ethnic Uyghurs as described in A.R.S. § 35-394. (Unless exempt)

ACCEPTANCE OF OFFER

The offer is hereby accepted.

The Contractor is now bound to sell the Materials or Services listed by the attached Contract and based upon the Solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor’s Offer as accepted by the State.

The Contract shall henceforth be referred to as Contract No.

The effective date of the Contract is

The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until Contractor tor receives purchase order, contract release document, or written notice to proceed.

State of Arizona Awarded this day of 20

[Procurement Officer Name] [Procurement Officer Title] Procurement officer signature

KFH Group Inc.

9200 Corpoate Blvd, Suite 330

Rockville, MD 20850 cpatel@kfhgroup.com

Chirag Patel, President

President

Chirag Patel, President cpatel@kfhgroup.com 734-678-2323

9-18-25 Digitally signed by Chirag Patel Date: 2025.09.18 13:21:47 -04'00'

Docusign Envelope ID: 0EAB1957-E021-417E-88DC-FFBB8F448E97

CTR079521

19th November

Monique Harris

November 19, 2025

Procurement Manager https://app.az.gov/

Rev. 03/2025

STATE OF ARIZONA

ARIZONA DEPARTMENT OF TRANSPORTATION

1655 W. Jackson St., MD 100P

Phoenix, AZ 85007

REQUEST FOR PROPOSAL

SOLICITATION NUMBER: BPM007014

DESCRIPTION: Arizona Intercity Bus Study

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.

Matthew Martinez Procurement Officer Phone: 602-712-4398 Email: mmartinez12@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.

TABLE OF CONTENTS

SECTION PAGE

Notice 1

Table of Contents 2

Scope of Work 3

Special Terms and Conditions 10

Uniform Terms and Conditions 19

Federal Provisions 40

EXHIBITS

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

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

3 - Billing Summary and Reimbursement (BSR) Form 75

4 - Quarterly Usage Report 79

5 - Request to Extend Decertified DBE Contract for DBE credit 80

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 conducting an Intercity Bus Study. The Department is required to fund intercity bus service in Arizona with Section 5311 funds and this study will provide guidance for compliance with this requirement as outlined in FTA Circular 9040.1.

2. Introduction and Background

2.1. The State of AZ utilizes 15% of rural United States Department of Transportation, Federal

Transit Administration (FTA) funding towards intercity buses. The federal intercity bus service is meant to support the connection between nonurbanized areas and the larger regional or national system of intercity bus service and to meet the intercity travel needs of residents in nonurbanized areas. The program should support the infrastructure of the intercity bus network through planning and marketing assistance and capital investment in facilities. The Department will use the funding under 49 U.S.C. 5311(f) to support these national objectives and the priorities determined by the State.

2.2. The Intercity Bus Study will identify if the current intercity bus funding strategy is working for Arizona. The study will determine the overall need for Intercity Bus services in Arizona, if there are other intercity bus providers in Arizona and whether they are interested in coordinating with the Department.

3. General Requirements

3.1. Planning for intercity bus is a mix of private and public partnerships that are important to the mobility and economic security of the State of AZ. Accordingly, we want to ensure that the funding is appropriately expended in the areas with the most need. Additionally, we would like to identify ways to improve connections and policies needed to support the intercity bus industry.

3.2. The key objectives to this study are to:

3.2.1. Determine if Arizona funding strategy is working.

3.2.2. Identify needed routes and prioritize intercity bus projects for intercity bus funding as well as other sources of expenditures.

3.2.3. Identify impediments to deploying intercity buses that ADOT may be able to remove or assist with to improve access to intercity bus mobility.

3.2.4. Identify intercity bus projects that are important to continue support, and areas that need expansion.

3.2.5. Determine other Intercity Bus Providers in Arizona and contact them to see if they are interested in coordinating with Arizona DOT.

3.2.6. Is there a need for Intercity Bus services in Arizona.

3.2.7. Assure compliance with the requirements outlined in FTA Circular 9040.1: Rural

Areas Formula Grants Program Guidance (most current version available at https://www.transit.dot.gov/regulations-and-programs/fta-circulars/circulars).

3.3. Deliverables:

3.3.1. All Written Deliverables shall be provided in a format that provides Print Layout features and conversion to Google Suite products (Docs, Sheets, and Slides).

3.3.2. Technical memorandums and the final report must be made electronically accessible in compliance with Section 508 of the Rehabilitation Act of 1973, as amended.

3.3.3. Contractors must follow the ADOT Graphics and Editorial Standards guide (https://adotnet.az.gov/adot-style-guide) in all deliverables.

3.3.4. To meet the requirements of 23 CFR 420.117(e), the Contractor and its Subcontractors shall include the following disclaimer in each deliverable:

3.3.4.1. This report was funded in part through grants from the Federal Transit

Administration, U.S. Department of Transportation. The contents of this report reflect the views of the authors, who are responsible for the facts and the accuracy of the data, and for the use or adaptation of previously published material, presented herein. The contents do not necessarily reflect the official views or policies of the Arizona Department of Transportation or the Federal Transit Administration, U.S. Department of Transportation. This report does not constitute a standard, specification, or regulation. Trade or manufacturers’ names that may appear herein are cited only because they are considered essential to the objectives of the report. The U.S. government and the State of Arizona do not endorse products or manufacturers.

3.4. Permissible Modifications:

Tasks designated in the Scope Specific Requirements were designed to minimally reach stated project objectives. Tasks in the awarded project plan are expected to accomplish the stated project objectives. Modifications to approved tasks are permissible to add duration or repetitions using the same scope of work. Adding new tasks, products, or deliverables is permissible only if critical to reaching the stated Project Objectives.

Modifications must be requested and justified by the Department Project Manager, additional funds must be approved by the MPD Director if required, documents must be submitted and verified by MPD Contracts, and accepted by ADOT Procurement; and either a revised or additional purchase order must be issued prior to engaging in the work.

https://app.az.gov/ https://www.transit.dot.gov/regulations-and-programs/fta-circulars/formula-grants-rural-areas-program-guidance https://www.transit.dot.gov/regulations-and-programs/fta-circulars/formula-grants-rural-areas-program-guidance https://www.transit.dot.gov/regulations-and-programs/fta-circulars/circulars

3.4.1. In the event permissible modifications are requested by the Department Project Manager, submit your response no later than the designated due date that includes: the justified request issued by the Department Project Manager, and if applicable to the modification: the contractor will need to provide: a summary showing an understanding of the request and updating scope items appropriately, how the work will be accomplished, and who will accomplish the work. Include a revised schedule if appropriate. The summary must include:

(a) A table that shows the original amount awarded the amount for each prior modification, the amount for this modification, and the new revised total of the project.

(b) A new budget Excel form if there will be a change in amount. The budget form should show the new total budget / work allocations. Where staff changes happen, the budget form should show the previous performer and what their actual level of participation included and the new performer(s) and what their budgeted level of participation will be, under each relevant task column. It would be helpful to change the font or highlighting where changes are made in the details so they are easily noticed.

4. Specific Requirements

4.1. Work Project Kick-Off Meeting with the project team and Technical Advisory Committee

(TAC). The purpose includes but is not limited to: Reviewing timelines, deliverables, critical path elements, communication expectations between the Department (ADOT) Project Manager (DPM), Contractor Project Manager and the project Technical Advisory Committee (TAC) any real or potential challenges; Defining roles and responsibilities;

Establishing a schedule for regular project meetings to be held throughout the duration of the project.

4.1.1. Deliverable: Summary that includes who attended the kick off meeting, potential challenges identified, the overall discussion held and the expected cadence of project meetings.

4.2. Describe Current State of Intercity Bus Services by conducting an inventory of intercity bus routes in Arizona, documenting routes, providers, feeder services, schedules and frequency, communities served, stations and stops, connections within the state and to nationwide service, fares, passengers served, and other pertinent information. Identify all intercity bus providers operating in Arizona and describe their routes, services, passengers served, fleet size, facilities, number of employees, operating costs, revenues, grant funding, and fuel purchased in Arizona. Assess the perceptions of passengers, intercity bus service providers, human service organizations, local government agencies, and other stakeholders regarding the availability, quality, price, financial viability, and users’ awareness of intercity bus services. Review laws and policies that support, inhibit, or otherwise affect intercity bus service in Arizona.

4.2.1. Deliverable: Technical memorandum summarizing the results of the current state of intercity bus services in narrative, tabular, and mapped format. Meet with TAC to present and discuss findings including outreach to the public.

4.3. Public outreach must comply with the ADOT Public Involvement Plan (PIP)

(https://azdot.gov/sites/default/files/2019/05/public-involvement-plan.pdf).

4.3.1. The contractor shall recommend approach, etc. in a Project-Level PIP.

4.3.2. The contractor shall perform a Limited English Proficiency (LEP) 4 Factor Analysis, using Factor 1 as provided in the ADOT Limited English Proficiency - Language Access Plan (https://azdot.gov/sites/default/files/2019/05/limited-english-proficiency-plan.pdf) and then complete the Factors 2 through 4 analyses.

4.3.3. Deliverables: The Project LEP 4 Factor Analysis and the Project-Level PIP must be accepted by the DPM and Approved by ADOT Communications before proceeding with actions identified in the PIP.

4.4. Assess Gaps and Needs by identifying and evaluating the severity of current and emerging needs in intercity bus services, service providers, fleets, facilities, workforce, and funding based on the current state of intercity bus services, demographic analysis of future passenger demand and needs, and industry characteristics and trends. Identify intercity bus providers in Arizona willing to participate.

4.4.1. Deliverable: Technical memorandum summarizing the results in narrative, tabular, and mapped format. Meet with TAC to present and discuss findings .

4.5. Develop implementation strategy in collaboration with Department staff by developing a vision and 4-year goals for improving intercity bus service in Arizona. Develop a phased implementation strategy, consistent with FTA Intercity Bus Services requirements, that defines a sustainable level of intercity bus service in Arizona; identifies and quantifies needed capital and operational investments; proposes viable business and financing models; and recommends appropriate public agency policies, strategies, and practices over the next four years. Recommend a detailed evaluation methodology, consistent with methods used to assess current gaps and needs, by which the Department can regularly reassess gaps and needs in intercity bus services and gauge progress of the implementation strategy.

4.5.1. Deliverable: Technical memorandum summarizing the results of the development of implementation strategy in narrative, tabular, and mapped format. Meet with TAC to present and discuss findings including outreach to the public.

4.6. Develop the Intercity Bus Study for use by the Department, FTA, intercity bus services users, providers, and other stakeholders.

4.6.1. Deliverable: A draft Intercity Bus Study that clearly presents in a professional publication format the study findings, recommendations, implementation strategy, and evaluation methodology to include draft documents to ADOT for mandatory 15 day public comments period.

https://azdot.gov/sites/default/files/2019/05/public-involvement-plan.pdf https://azdot.gov/sites/default/files/2019/05/limited-english-proficiency-plan.pdf https://azdot.gov/sites/default/files/2019/05/limited-english-proficiency-plan.pdf

4.6.2. Deliverable: Final Report and provide presentation slide decks and meeting notes for meetings with the TAC committee and/or Department Leadership.

5. Contractor’s Responsibilities

5.1. Introductory Meet and Greet with Evaluation Committee to provide a venue post-award for members of the team to be introduced and to verify that everyone on the team has access to the awarded project documents or any other information that is required to get the project started. This will be a time to review common goals, project purpose, project objectives, expectations, and the overall timeline. There are no billable activities from this meeting.

5.2. The Contractor shall be diligent in maintaining open communications with the Department, and especially the DPM, MPD Contracts, and MPD Finance, as necessary. Work shall be completed in a responsible and professional manner and in accordance with the specifications, schedules, work plan, performance indicators, and operating standards as designated in the project.

5.3. The Contractor shall be responsible for submitting deliverables to the DPM, both during and at the end of the project. All deliverables will be reviewed and commented on by the DPM and technical advisory committee (TAC). The DPM will compile comments and provide direction to the Contractor, who will revise the deliverable(s) to the DPM’s satisfaction.

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

https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/02051.htm . An ADOT Tribal Transportation Consultation Online Training Course and Handbook are available.

5.5. Submit Public Records Requests for informational requests related to the project other than Data, Statistics, Presentations, Videos, Graphics, etc. as agreed upon in the work plan, through the Public Records Request required by ADOT Risk Management. The form is located at https://azdot.govqa.us/WEBAPP/_rs/(S(laegfshy11b21p4b1l1jv1bp))/supporthome.aspx.

5.6. The Multimodal Planning Division does not publicize a budget for any project, allowing for maximum competition. It is the responsibility of the Contractor to propose the most competitive pricing possible, and then after award, to work within the constraints of the approved not-to-exceed budget.

5.7. Submitting invoicing: Invoicing shall be submitted using the MPD Billing Summary and

Reimbursement (BSR) form (Exhibit 3) in such a way that payment may be completed no more than monthly and no less than quarterly as agreed upon in the Work Plan and Schedule. A single PDF package, assembled in the order with the Billing Report as the first page in landscape format, followed by all required forms of the BSR and then with all https://app.az.gov/ https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/02051.htm https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/41/02051.htm https://azdot.govqa.us/WEBAPP/_rs/(S(laegfshy11b21p4b1l1jv1bp))/supporthome.aspx other support documentation, and named according to the file naming convention:

AgencyName INVxxxx MPD0663-25 DateSubmitted.pdf shall be submitted to MPDTransit@azdot.gov. Submitting the BSR Hours Contribution Table does not indicate this is a time and materials contract. The Hours Contribution Table is used by the Department Project Manager to verify that the effort expected for each scoped work task coincides with the effort expended by the Contractor.

5.8. Prompt Payment: Pursuant to 49 CFR 26.29 prime Contractors must pay Subcontractors for satisfactory performance of their contracts no later than 7 days from receipt of each payment the Department makes to the prime Contractor. The prompt payment provision applies to Subcontractors at all tiers. This applies to all Subcontractors, not just DBEs.

“Satisfactory Performance” means all the tasks called for in the subcontract for the invoicing period have been accomplished and documented as required by the Department and any deliverables are approved by the Department.

5.8.1. In the event the Prime fails to invoice ADOT according to its scheduled invoicing activities, and in any case where a Prime’s invoice has been rejected through no fault of the Subcontractor’s performance, the Prime shall pay each Subcontractor for satisfactory work completed in no more than 30 calendar days from receipt of invoice for that work.

5.8.2. In the event this project is federally funded, or if there is voluntary DBE participation in a State-funded project, the project will be entered as a contract or task order in DOORS. Payment audits are required. For training on completing payment audits, please see the video:

https://www.youtube.com/watch?v=QFZJIlYmN1I.

5.9. Retainage: Primes and its Subcontractors are herein notified they are prohibited from holding retainage from Subcontractors on this Project pursuant to 49 CFR 26.29.b(1).

5.10. Travel: All travel required for this scope is subject to the State of Arizona Accounting Manual (SAAM), section 50 item 65 - Vendor and Other Non-employee Travel, located at https://gao.az.gov/publications/saam. If personally owned vehicles will be used, please assure compliance with SAAM 5015. If travel during the work project will require using rental vehicles, advance approval must be obtained by submitting the Vehicle Rental Justification Worksheet form in advance of traveling.

5.11. Geographical Information System (GIS) Data: GIS data used during the project will be provided via email or share file system during specified tasks, as well as a final version delivered during project closeout. An additional copy should also be submitted to the Local Public Agency (LPA) or Tribal Government representative as applicable.

5.11.1. Such data will be in the format of a geodatabase containing all spatial and related data used in the project. The data will be in the coordinate system:

NAD_1983_StatePlane_Arizona_Central_FIPS_0202_Feet_Intl for all geospatial data submitted. The GIS Attributes Table will use the exact format and field names as provided by the ADOT MPD GIS Team Corridor Planning Studies Table Schema document (https://docs.google.com/spreadsheets/d/1ey6yKSj1qKl5yJzC9RD2SoGJ3u_Q kqFluvvkms9Ih-E/edit?usp=sharing). The field names, order, or format shall not https://app.az.gov/ mailto:MPDTransit@azdot.gov https://www.youtube.com/watch?v=QFZJIlYmN1I be altered at all so Department staff can easily consolidate all proposed projects derived from all planning studies completed. Please complete an attributes table for each proposed project recommended by the plan. Each attributes table should be filled out according to the Attributes Table Guidance and follow ATIS Nomenclature Standards. This information may be found at:

https://sites.google.com/azdot.gov/adotmpdglossary/atis/atis-route-id-nomenclature.

5.11.2. GIS data (.gdb) must be formatted to match this example dataset:

https://azgeo.maps.arcgis.com/home/item.html?id=8a64bb4798d342f29d3a538 d7708ed10.

5.12. GIS Metadata Standards: GIS metadata helps to incorporate all known characteristics of a dataset so that those that are not familiar with the data can gain from its knowledge. GIS metadata should be provided within the delivered file geodatabase or as a standalone XML file. At a minimum, the metadata should include the following:

5.12.1. Data summary

5.12.2. Data description

5.12.3. Data credits (if from existing data what modifications were made?)

5.12.4. Data creation methods

5.12.5. Purpose for creating the data

5.12.6. Contact information for questions

5.12.7. Updates schedule

5.12.8. Data steward

5.12.9. Data extent (i.e. statewide, county wide, etc)

5.12.10. Data type (i.e. point, line, or polygon, raster, etc)

5.12.11. Limitations of the data

5.12.12. Scale range (if any)

5.12.13. Include any associated domain values

5.12.14. Tags (i.e. searchable words for this data)

6. Department’s Responsibilities

6.1. Assign a Department project manager (DPM) who is responsible for directing, reviewing, and approving Contractor's work products and invoices.

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

6.3. Make available relevant Department Data, Statistics, Presentations, Videos, Graphics, etc.

as agreed upon in the work plan.

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

https://sites.google.com/azdot.gov/adotmpdglossary/atis/atis-route-id-nomenclature https://sites.google.com/azdot.gov/adotmpdglossary/atis/atis-route-id-nomenclature https://azgeo.maps.arcgis.com/home/item.html?id=8a64bb4798d342f29d3a538d7708ed10 https://azgeo.maps.arcgis.com/home/item.html?id=8a64bb4798d342f29d3a538d7708ed10

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. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. NOTICES

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

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.

11. 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."

12. 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.

13. 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.

14. 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.

15. INSURANCE REQUIREMENTS

15.1. 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.

15.2. 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.

15.3. Minimum Scope and Limits of Insurance

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

15.3.1. 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

15.3.1. 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

15.3.2. 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).

15.3.2. 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.

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

15.4. Additional Insurance Requirements

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

15.4.1. 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).

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

15.5. 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).

15.6. 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.

15.7. 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.

15.7.1. 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.

15.7.2. 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.

15.7.3. 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.

15.8. 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.

15.9. 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.

15.10. 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.

16. 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

17. SUBCONTRACTORS

It is essential that the Contractor provides adequate experienced subcontractors, capable of and devoted to the successful accomplishment of work to be performed under this contract.

The Contractor agrees that, once assigned to work under this contract, subcontractors shall not be removed or replaced without written notice to the Procurement Officer. The Contractor shall immediately notify the Procurement Officer of subcontractor changes.

Replacement subcontractors shall have substantially similar qualifications and experience.

All subcontractor changes are subject to the written concurrence of the Procurement Officer prior to any billable work being performed.

18. 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.

19. CONTRACT ORDER OF PRECEDENCE

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

Federal Terms and Conditions;

Special Terms and Conditions;

Uniform Terms and Conditions;

Statement or Scope of Work;

Specifications;

Attachments;

Exhibits

Special Instructions to Offerors;

Uniform Instructions to Offerors; and

Other documents referenced or included in the Solicitation

20. POST AWARD MEETING

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

21. 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).

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

UNIFORM TERMS AND CONDITIONS

1. Definition of Terms. As used in this Solicitation and any resulting Contract, the terms listed below are defined as follows:

1.1. “AI” means the science and engineering of making machines capable of performing tasks that are typically associated with human intelligence, such as learning and problem-solving, and includes without limitation: AI systems, classic AI, external AI, generative AI, and large language model (LLM) AI.

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

1.3. “Contract” means the combination of the Solicitation, including the

Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation Amendments or Contract

Amendments.

1.4. "Contract Amendment" means a written document signed by the

Procurement Officer that is issued for the purpose of making changes in the Contract.

1.5. “Contractor” means any person who has a Contract with the State.

1.6. “Data” means recorded information, regardless of form or the media on which it may be recorded. The term may include technical data and computer software. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information.

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

1.8. “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the Solicitation generally containing maps, schematics, examples of reports, or other documents that will be used to perform the requirements of the Scope of Work after contract award.

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