CTR079540_Contract_Documents.pdf

ATTACHMENT #1

OFFER AND ACCEPTANCE

Solicitation No: BPM007068 Available online at https://app.az.gov

Rev 03/2025

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.

Parametrix, Inc.

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

376 E Warm Springs Road Suite 220

Cole Mortensen

Address

Printed Name Date

Las Vegas, NV 89119 Nevada Regional Manager

City State Zip Title cmortensen@parametrix.com

775-260-4314

Email Address Phone Number cmortensen@parametrix.com

N/A Company Email Address Fax Number

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

ACCEPTANCE OF OFFER (FOR DEPARTMENT USE ONLY)

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

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

State of Arizona

Effective this day of 20

Procurement Officer Awarded Date

Docusign Envelope ID: A03B5583-302E-42DB-A7A4-7C44CB4FC4E1

November 25

CTR079540

11/19/2025 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: BPM007068

DESCRIPTION: On Call Transit Consultant Services

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

OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.

Kelly Greene Procurement Officer Phone: 602-712-4879 Email: kgreene@azdot.gov

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

“An Equal 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 13

Uniform Terms and Conditions 25

Federal Provisions 43

EXHIBITS

1 - Title VI/Non-Discrimination Assurances Appendix A 75

2 - Title VI/Non-Discrimination Assurances Appendix E 76

3- Usage Report 77

4- MPD Budget Form 78

5- MPD Billing Summary and Reimbursement Form 79

6- DBE Regular Dealer-Distributor 83

7- Request to Extend Decertified DBE Contract for DBE Credit 84

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 On Call Transit Consultant Services.

2. Introduction and Background

2.1. The Department has a requirement for services of a qualified firm(s) or individual(s) (hereinafter referred to as the Contractor) to provide expertise in a broad range of multimodal transit consulting services that focus in areas associated with Discipline 1: Transit Planning Studies, Discipline 2: Transit Planning Tasks, Discipline 3: Transit Operations Planning, Discipline 4: Transit Operations Tasks, Discipline 5: Strategic Planning, and Discipline 6: Coordination and Mobility Management Projects as outlined in Paragraph 4, Specific Requirements.

2.2. The Multimodal Planning Division (MPD) of the Department is committed to providing the highest quality transit research, plans, and programs to the public. Transit includes, but is not limited to, a variety of transit modes such as: bus services, ferry services, car/van pool, senior and disabled transport, fixed and deviated route services, and rail. For more information about MPD Transit Group, please visit our Web site at: https://azdot.gov/planning/transit-programs-and-grants.

2.3. The Department’s public transit programs primarily serve rural and small urban areas of Arizona.

The 5311 program is designed for communities with populations under 50,000 that operate public transit in their communities. Federal Transit Administration (FTA) Section 5310 program provides transportation for elderly and disabled. This includes the Coordinated Mobility Programs which serves communities throughout Arizona. FTA Section 5305 program funds Transit Planning statewide and also funds planning through the Metropolitan Planning Organizations.

2.4. In addition, the Department supports other transit agencies including small urban programs serving fifty-thousand (50,000) to two-hundred thousand (200,000) people. The Department also administers the full spectrum of available federal grant programs for transit including Planning grant funds for Transit.

2.5. The Department awards funds to grant subrecipients to conduct planning studies and other activities on behalf of the FTA and the Department. Eligible subrecipients of these funds include:

Federally Recognized Tribal Agencies, Councils of Governments, Metropolitan Planning Organizations, non-profits, local governments, and transit authorities. The grant contracts require them to procure services following FTA requirements. In order to ensure compliance, the Department’s subrecipients will be eligible to use the awarded contracts for relevant services.

3. General Requirements

3.1. The Department Task Assignments are diverse and complex. Refer to the Disciplines in Paragraph

4, Specific Requirements for examples of the work to be performed. Task Assignments will be distributed to include a detailed scope of work that will include minimum tasks, deliverables, performance measures, and other programmatic requirements. The Contractor will determine https://azdot.gov/planning/transit-programs-and-grants roles specific to its submission under each Discipline. Those roles must meet minimum qualifications.

3.2. The Contractor shall perform all work as specified in the task assignment scope of work;

collaborate with internal and external stakeholders selected and identified by the Department;

deliver interim, and final work products as specified by the task assignment scope of work; and conduct a final presentation of findings, if requested.

3.3. The Contractor may propose on any or all of the Disciplines described herein. The Contractor is not required to be able to provide every service within the Disciplines for which they are proposing. In order to assure coverage of the requirements and maximize competition for work projects, the Department shall award multiple contracts to qualified Contractors to provide services. The Department shall determine the participation of Contractor(s). Work will be performed on an “as needed” basis upon request by the Department.

3.4. The Contractor shall assist the Department and/or its eligible entities to perform services to meet program objectives such as, but not limited to:

3.4.1. Grant Support: Writing, reporting, reconciliation of projects, guidebooks, grant close-out, and implementation of grants management oversight or other project support for the Transit program.

3.4.2. Program Support: Support program development, marketing, branding, and new funding applications. Support the transit agency management and operations such as assisting with the development of processes and procedures for transit operations.

3.4.3. Technical Training for Eligible Entity Compliance.

3.4.4. Asset Management and Capital Replacement: Provide support services related to asset management and capital replacement for the Department and its subrecipients.

3.4.5. FTA and State Program Compliance and Oversight: Assist in providing compliance with FTA updates and oversight; Site Visits - Include reviews and/or site visits for transit agencies and reviews of civil rights policies as well as conducting civil rights audits of agencies.

3.4.6. Drug and Alcohol Reviews and Compliance: Assist the Department in conducting reviews and site visits for Drug and Alcohol Compliance; Assistance may also be needed in developing compliance policies.

3.4.7. Identification of and solutions to meet civil rights and other FTA requirements.

3.4.8. Safety and Transit Asset Management Plans and Activities.

4. Specific Requirements

4.1. The disciplines for which the Contractor services are requested shall include, but not limited to, the following:

4.2. Discipline 1: Transit Planning Studies - Transit planning studies involve the systematic process of designing, developing, and managing public transportation systems to meet the needs of a community and/or for the State. This includes but is not limited to analyzing existing conditions and forecasting future needs to developing network designs, timetables, and operational strategies. It also involves considering factors such as land use, demographics, and environmental impacts to create a sustainable and efficient transportation system. The Contractor shall assist the Department or its Subrecipients with, and/or perform services including but not limited to: Transit Feasibility Studies; Transit Service Implementation Plans; Transit Operations Planning Studies;

Transit Facility Planning; Transit Marketing Plans; Short Range Transit Plans; Regional Mobility and Coordination Planning; Ridership Surveys; Origins and Destination Study; Route Planning; System Efficiency Study; Regional Planning with a Transit Component; Travel Forecasting & Modeling; Bike and Pedestrian Network Studies, Complete Streets Studies; Safety Plans, Transit Asset Management Plans, and Statewide Transit Planning.

4.3. Discipline 2: Transit Planning Tasks - Transit planning tasks encompass a wide range of activities aimed at optimizing public transportation systems. These tasks include but are not limited to network design, timetable development, vehicle and crew scheduling, route optimization, and analysis of operational efficiency. Planners also focus on forecasting future needs, engaging stakeholders, and ensuring the system's sustainability and accessibility. The Contractor shall assist the Department or its eligible entities with and/or perform services including but not limited to:

Estimating transit needs, developing transit operations plans, comprehensive operational analysis, and working with local communities to develop support and understanding for transit, develop transit improvement plans, capital needs and operational efficiency studies. Transit planning tasks may also include transit modeling, marketing analysis, branding, and product development and pre-engineering / environmental requirements.

4.4. Discipline 3: Transit Operations Planning - Transit operations planning is a multifaceted process that involves analyzing passenger and vehicle movement, service frequency and coverage, stop locations, travel speeds and times, and various other operational factors to ensure efficient and cost-effective public transportation. The Contractor shall assist the Department or its eligible entities with and/or perform services including but not limited to route planning, schedule development, estimating service costs and associated fleet and operational support needs, defining alternatives (identifying different routes, types of service (like express or local), vehicle options, transfer policies, fare structures, and feeder systems), demand forecasting (estimating travel times, service frequency, average waiting times, and other crucial inputs for balancing travel demand and service capacity), operations and maintenance cost estimation (determining key operating statistics like vehicle miles or platform hours to inform cost modeling).

4.5. Discipline 4: Transit Operations Tasks - Transit operations tasks encompass a wide range of responsibilities aimed at ensuring the efficient and safe running of public transportation systems.

These tasks include but are not limited to planning, scheduling, dispatching, and monitoring transit services, as well as managing personnel, maintaining vehicles and facilities, and handling customer service and safety issues. The Contractor shall assist the Department or its eligible entities with and/or perform services including but not limited to planning and scheduling (developing and implementing transit service plans, including route design, scheduling, and frequency of service), dispatching (managing the day-to-day operations of the transit system, including coordinating bus or train movements, handling emergencies, and ensuring on-time performance), fleet management (overseeing the maintenance, repair, and upkeep of the transit vehicles and equipment), personnel management (recruiting, training, and supervising transit staff, including drivers, dispatchers, and maintenance personnel), safety and security (implementing safety protocols, investigating accidents, and ensuring the security of passengers and staff), customer service (addressing customer inquiries, resolving complaints, and providing information about routes and schedules), budget management (developing and managing the transit system's budget, including revenue collection and expenditure control), data analysis and reporting (collecting and analyzing data related to transit operations, preparing reports, and identifying areas for improvement).

4.6. Discipline 5: Strategic Planning - Define objectives and assess both the internal and external situation to formulate strategy, implement the strategy, evaluate the progress and make necessary adjustments. Work includes, but is not limited to long-range plans, funding strategies, cost/benefit analysis, trend analysis, crafting of vision and mission statements, and organizing facilitated discussions including charities.

4.7. Discipline 6: Coordination and Mobility Management Projects - Transit coordination and mobility management are related concepts focused on improving transportation efficiency and accessibility. Transit coordination involves different transportation providers working together to share resources and information, while mobility management is a broader approach that focuses on individual passenger needs and finding the best transportation solutions for them, involving coordination between various providers, encouraging innovation and flexibility to reach the “right fit” solution for customers, plans for sustainability, strives for easy information and referral to assist customers in learning about and using services, and continually incorporates customer feedback as services are evaluated and adjusted. The Contractor shall assist the Department or its eligible entities with and/or perform services including but not limited to conduct and support state, regional, and local coordination plan activities and other projects including maximizing the use of assets and coordination with multiple transit and planning agencies.

4.8. Task Assignments and Purchase Orders

4.8.1. The Department or its eligible entities will issue a Task Assignment for each project to Contractors in the appropriate awarded Discipline. The Task Assignment shall designate which contracts it shall be distributed under, which Discipline is being designated, and a defined scope of work. The Task Assignment shall record that the project is designated as Race Neutral Zero Goal.

4.8.2. Contractors shall not perform work for the Department unless the Department or its eligible entities and the Contractor have agreed on a Scope of Work, pricing and schedule;

and a Tracking Number and Purchase Order have been assigned for the project. The Purchase Order shall be considered the notice to proceed. Federally funded projects must meet all federal regulatory requirements pursuant to ARS 41-2637 and 2 CFR 200 et seq.

The Task Assignment / Request for Project Quote may explain or add process requirements for federally-mandated requirements and must state that submitting a response that contains additional federal requirements shall be deemed an acceptance of those terms and conditions and agreement to comply.

4.8.3. Task Assignments shall identify the Using Agency, the Assistance Listing Number, title, Funding Source, and percentage of federal participation and all the necessary information that will be required in order to respond. Typical information in a Task Assignment, which may vary based on the project’s requirements, includes but is not limited to a statement of need, project objectives, project owner, scope / minimum tasks and deliverables, budget and scheduling requirements, invoicing and progress reporting requirements, administrative notes, contractor selection and project response evaluation criteria as appropriate for that project, and other requirements. Nothing in a Task Assignment shall be allowed to remove or substantively alter any terms and conditions of this contract.

4.8.4. The Department or its eligible entities will invite Contractors to respond under an appropriate discipline on each Task Assignment. It is preferred to distribute to all awarded contracts under the identified discipline(s), however the User may elect to distribute to fewer as long as meeting the federal competition requirements. Price shall always be a factor in the evaluation. The User reserves the right to make multiple selections for a project by individual line items or alternatives, by group of line items or alternatives, or to make an aggregate selection, or regional selection (when not prohibited by federal regulations), whichever is most advantageous or appropriate for the project.

4.8.5. Prime versus Sub: A firm may not be selected as both a prime and a subcontractor on the same project. In the event that a prime contractor’s response is selected, any response for which that firm was submitted as a subcontractor will be ineligible for selection regardless of the number of selections being issued for the project.

4.8.6. Conflicts of Interest: Any firm who assisted a local agency or project beneficiary in creation and/or submission of their application for the project designated in the task assignment is ineligible to submit a response.

4.8.7. This on-call contract is not to be used for Architect or Engineering work as defined in

A.R.S. 32-101. If otherwise subject to 40 U.S.C. Sections 1101 – 1104 or 49 U.S.C. 5325(b) that are directly in support of, directly connected to, directly related to, or lead to construction, alteration, or repair of real property: program management, construction management, feasibility studies, surveying, mapping, and related services, then price will not be considered as part of the initial evaluation, but it will be considered before final selection.

4.8.8. The Department or its eligible entities will make determination of the acceptability of work. Work shall be completed in a responsive and professional manner in accordance with the requirements incorporated in the formal authorization.

4.8.9. Each project Task Assignment issued by the Department or its eligible entities will be funded through separate Purchase Orders. A purchase order shall be issued as a “notice to proceed” for each Task Assignment. For any work crossing fiscal years, the purchase orders may be replaced at the beginning of the next fiscal year or work program year. The lesser of the hourly rate quoted in the proposal or the hourly rate from the contract shall prevail.

5. Contractor’s Responsibilities

5.1. The Contractor shall be diligent in maintaining open communications with the Department, and especially the agency Project Manager, the ADOT Program Manager, MPD Contracts, and 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.

5.2. The Contractor shall be responsible for submitting deliverables to the agency Project Manager (PM) or as designated in the Task Assignment document, both during and at the end of the project. Each deliverable shall include the appropriate disclaimer.

5.3. The Contractors shall include the following disclaimer in each deliverable intended for publication or public access:

This report was funded in part through grants from an agency of the 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 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.

5.4. In the event that this project is located within tribal land or includes tribal involvement as a stakeholder, the project agency, ADOT-MPD, 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 Executive order No. 2006-14:

consultation and cooperation with Arizona tribes located at:

(https://azmemory.azlibrary.gov/nodes/view/44775). An ADOT Tribal Transportation Consultation Online Training Course and Handbook are available to the Contractor and shall be reviewed upon selection. For an understanding of what that protocol entails, refer to Module 4 of the Course which is located on the Arizona Tribal Transportation website at:

http://www.aztribaltransportation.org

5.5. The Contractor is not entitled to a patent, a copyright, or any intellectual property rights under this Project.

https://azmemory.azlibrary.gov/nodes/view/44775 http://www.aztribaltransportation.org/

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

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

5.6. 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)

5.7. Work cannot proceed until appropriate financial processing has occurred and any federal approvals are received when and where necessary and a purchase order, or modified purchase order in the event of approved changes, is issued. For non-ADOT users, the task assignment must specify the process required to initiate work and any change orders. For MPD Procurements, all work changes must be reviewed by the Contracts Program Manager and ADOT Procurement in advance of proceeding to ensure the change is permissible under both State and Federal requirements and regulations. All changes must be approved and a revised PO must be issued prior to work commencing. Any work started prior to a revised purchase order being issued will be considered work contemplated under the original task assignment and not eligible for price increase.

5.7.1. Combined with the professional expertise & experience, project staff ensures that qualified individuals will perform the task work elements and that the issuing agency project manager knows who will be performing each task and who the key individuals are that are ultimately responsible for performance. Changes in team members who are not key staff are subject to approval by the issuing agency Project Manager and do not require a contract amendment. Individuals designated as key staff are considered as being responsible for overall performance of a scope.

5.7.2. All requests must include: Procurement Contract Number, Arizona Procurement Portal (APP) Purchase Order Number, the firm’s AZ DBE Certification Status, legal name, mailing address, contact name, contact phone number, Arizona Procurement Portal (APP) Vendor Number, AZ DBE System Vendor Number, email address, and the firm’s DBE Compliance contact name/email. All ADOT requests must also include an MPD tracking number.

5.7.3. Explain in the request why the firm needs to be added or removed. Requests for addition must include a brief profile summary for the firm and the expertise, and recent experiences related to the project. Key Sub-Contractor staff experience and credentials should be presented in biographical statements. Include a modified budget and hours chart that reflects both the original budget and the relevant changes.

5.8. Geographical Information Systems (GIS) Data: GIS data used during any study will be provided in the electronic study close-out file via compact disc (CD), or thumb drive, or as directed by the

Project Manager. An additional copy should also be submitted to the Local Public Agency (LPA) or Tribal Government representative, as applicable.

5.8.1. Such data will be in the format of a geodatabase containing all spatial and related data used in the Study. 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. Please do not alter the field names, order, or format at all so ADOT 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 study. 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://azdot.gov/planning/transportation-studies.

5.8.2. 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 delivered as a XML file or as directed by the Project Manager. The metadata should include information on, but not limited to the following:

5.8.2.1. Data summary

5.8.2.2. Data description

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

5.8.2.4. Data creation methods

5.8.2.5. Purpose for creating the data

5.8.2.6. Contact information for questions

5.8.2.7. Updates schedule

5.8.2.8. Data steward

5.8.2.9. Data extent (i.e. statewide, countywide, etc.)

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

5.8.2.11. Limitations of the data

5.8.2.12. Scale range (if any)

5.8.2.13. Include any associated domain values

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

5.9. The Contractor shall cooperate fully with the Department, the Arizona counties, municipalities and local government officials, and all others such as (contractors and subcontractors) may be required in the performance of this contract. This shall include attendance at meetings, discussion, and hearings, as may be required; presentation of data, as may be requested from time to time by the Department to effect such cooperation; and compliance with all directives issued by the Department.

5.10. INVOICING: For ADOT procurements, invoicing shall be submitted using the provided MPD Billing

Summary and Reimbursement (BSR) form in such a way that payment may be completed no more than monthly and no less than quarterly as agreed upon in the Work Plan. A single PDF package, assembled in the order with the Billing Report as the first page in landscape format, followed by all required forms of the BSR and then with all other support documentation, and named https://azdot.gov/planning/transportation-studies according to the file naming convention: AgencyName INVxxxx MPDXXXX-FY DateSubmitted.pdf shall be submitted to MPDTransit@azdot.gov. Line items entered on the BSR must reflect the same line item numbering as are on the Purchase Order.

5.10.1. Submitting an Hours Contribution Table (a tab in the BSR) 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.

5.10.2. Final Invoice: When submitting the Final Invoice on the Project, make sure to pay attention to any DBE requirements. A close-out form Certification of Final DBE Payments (310PS) is required for every participating DBE and must be signed by the Prime and the DBE. Final certification forms may be obtained from https://azdot.gov/business/engineering-consultants/disadvantaged-business-enterprise-dbe-program-ec. An invoice marked "final" triggers closeout of the work project, purchase order, and funding. No further retainage or payments may be made on the project after the final invoice is received. A financial closeout letter may be requested by the Department to verify payment receipts and that the Contractor’s financial office agrees the project is ready to close.

5.10.3. Prompt Payment: Pursuant to 49 CFR 26.29 prime Contractors must pay Sub-Contractors for satisfactory performance (i.e., all the tasks called for in the subcontract for the invoicing period have been accomplished and documented as required by the Department and any deliverables are approved by the Department of their contracts no later than seven (7) days from receipt of each payment the Department makes to the prime Contractor. The prompt payment provision applies to Sub-Contractors at all tiers. This applies to all Sub-contractors, not just DBEs. Primes are herein notified they are prohibited from holding retainage from Sub-Contractors on this Project pursuant to 49 CFR 26.29.b(1).

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

5.10.5. Direct Costs: All direct costs must be supported by receipts indicating payment information and date paid, and other suitable and appropriate documentation. For all ADOT projects or projects funded through ADOT, travel expenses will be reimbursed in accordance with the State Travel Policy. The State travel policy may be accessed via the internet at the State of Arizona, General Accounting Office’s website at (https://gao.az.gov/travel/welcome-gao-travel). Specifically, vendor travel is addressed under the State of Arizona Accounting Manual (SAAM), Section 50: Travel, Sub-Section 65.

5.10.6. Travel - Advance Authorization - For non-ADOT issuing agencies, any requirements will be specified in the task assignment. For ADOT procurements, MPD does not use a travel approval form or formal advance approval process except that use of rental vehicles must https://app.az.gov/ mailto:MPDInvoice@azdot.gov mailto:MPDInvoice@azdot.gov mailto:MPDInvoice@azdot.gov https://azdot.gov/business/engineering-consultants/disadvantaged-business-enterprise-dbe-program-ec https://azdot.gov/business/engineering-consultants/disadvantaged-business-enterprise-dbe-program-ec https://gao.az.gov/travel/welcome-gao-travel be approved by ADOT Financial Management Services Group (FMS) in advance. Travel indicated in the scope and identified in the awarded Work Plan is considered authorized to be reimbursed in accordance with the AZ State Policy with a total cost not to exceed the budget established. As with all changes, if travel must be added subsequent to award, the change order process must be completed prior to incurring charges or those expenditures will not be reimbursable.

5.10.7. Fiscal Year End: For ADOT procurements, the budgeting process and procurement portal process may require that purchase orders be closed out at the end of the State Fiscal Year (June 30). An invoice for any billable amounts or items through the period ending June 30 should be submitted no later than July 10 each year. Work should not be stopped when the purchase order is closed for the fiscal year ending unless specifically notified to do so.

The new replacement purchase order will be generated as soon as the remaining balances for the project are verified, subject to resource availability.

6. Department’s Responsibilities

6.1. The Department shall assign a Program/Project Manager who is responsible for directing, reviewing, and approving Contractor's work products and invoices.

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

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

6.4. The issuing agency project manager may complete an ADOT Procurement 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 project.

SPECIAL TERMS AND CONDITIONS

1. CONTRACT TERM

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

2. CONTRACT EXTENSION

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

3. ELIGIBLE AGENCIES

This contract shall be for the use of all State of Arizona departments, agencies and boards. In addition, eligible universities, political subdivisions and nonprofit educational or public health institutions may participate at their discretion. In order to participate in any resultant contract, a university, political subdivision or nonprofit educational or public health institution must have entered into a cooperative purchasing agreement with the State Procurement Office as required by A.R.S. §41-2632. This cooperative purchasing agreement must be in effect at the time of order. The Contractor shall verify if an ordering entity is an eligible cooperative purchasing member before selling materials to or providing services for them under the contract. The current list of cooperative purchasing members is available on the State Procurement Office website at https://spo.az.gov/suppliers/usage-reporting.

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non‐ profit organizations, other state governments, the federal government and tribal nations. For reference, “non‐profit organizations” are defined in A.R.S. § 41‐2631(4) as any nonprofit corporation as designated by the IRS under Section 501(c)(3) through 501(c)(6) of the tax code.

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

Eligible Agencies 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 an Eligible Agency 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.

https://spo.az.gov/suppliers/usage-reporting

Contractor shall acknowledge each order from Eligible Agencies in conformance with each agency’s instructions given at the time of ordering. Orders from eligible cooperative purchasing members create no obligation on State’s part. Notwithstanding, the Contractor shall fulfill orders under the Contract to any Eligible Agency. The Contractor’s refusal to do so would be a material breach of the Contract.

6. INVOICING REQUIREMENTS

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

• Department Location’s Name and Address

• Vendor Name, Remit to Address and Contact Information

• Contract Number

• Purchase Order Number

• Invoice Number and Date

• Date the items were shipped to the Department

• Contract Line Item Number

• Line Item Description or Item or Service

• Quantity Purchased

• Line Item Unit of Measure

• Price per Unit and Total per Unit

• Catalog or Other Discount (if applicable)

• Net Unit Price and Total per Unit (if applicable)

• Applicable taxes

• Applicable Shipping/Freight Charges

• Total Invoice Amount Due

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

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

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

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

7. ESTIMATED USAGE

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

8. PRICE REDUCTION

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

9. PRICE INCREASE

The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices.

All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned. Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State.

10. CONTRACT ADMINISTRATION

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

11. NOTICES

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

a. If intended for the State, to:

Arizona Department of Transportation, Procurement Group 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, knife or blade of more than three inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property except in the manner stated above.

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

13. REVIEW OF CONTRACTOR’S WORK

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

14. ACCURACY OF WORK

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

15. INDEMNIFICATION

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

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

16. INSURANCE

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

16.2 Insurance Requirements

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

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

16.3 Minimum Scope and Limits of Insurance

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

16.3.1 Commercial General Liability (CGL) – Occurrence Form

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

• General Aggregate $2,000,000

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

• Personal and Advertising Injury $1,000,000

• Damage to Rented Premises $50,000

• Each Occurrence $1,000,000

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

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

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

16.3.2 Business Automobile Liability

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

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

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

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

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

16.3.3 Workers’ Compensation and Employers' Liability

• Workers' Compensation Statutory

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

a. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in…