CONTRACT 2017-025 WITH BURGESS NIPLE INC -TT0573.PDF

Federal
CONSULTANT SERVICES CONTRACT
BETWEEN
MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION
AND
BURGESS & NIPLE, INC.
FOR
PROJECT NO. TT0573
NORTHERN PARKWAY: LOOP 101 TO GRAND AVENUE SCOPING ASSESSMENT
CONTRACT NO, 2017-025
TRACS NO. T014503D
FEDERAL AID NO. MMA-0(274)D
C-64-

CONSULTANT SERVICES
CONTRACT NO. 2017-025
TABLE OF CONTENTS
SECTION | SERVICES OF CONSULTANT ....cssssssssssssecssssssseseessessseesnerssersneraneeeresnesnsesperseseecenanessersnessnnsvensessenres 5
SECTION II PERIOD OF SERVICE a... ssssssssssscsssssssessserssersssssssessensceeceeseesneesareaneeareresenversenaaseaaeencessensaeseneaaeeesneer 5
SECTION II PAYMENTS TO THE CONSULTANT ....cccsssssssrssssserssssssessscssssenssseessersnssszeerenserseeeanseaeesassaseaeesaeenay 6
SECTION IV PROMT PAY LEGISLATION .....sesssssssssssssssessssrersenessecsersessraneasesesezcensencereesensenesesteeneesnneaceateneeaeas 6
SECTION V DISPUTE ESCALATION.....ccscsssssreccrsesssseessunsssssnsesnessnsenressaseassesersvenneseasenseeseesneraneenrennesraseeneeannaasenss 7
SECTION VI ARBITRATION — cecsssessssssssssecsssssetsscesnsssuesacesnssessvevssesorcosseensesnessessenraersazenrenserseresecssensanteanecensaeeany 8
SECTION VII COUNTY’S RESPONSIBILITIES........:sccccssssssssssscssscessssnssevsenssseacsassesseneeaseneeneeseeneesnesreenconnnnenaatiay 8
SECTION VII] ALTERATION IN SCOPE OF WORK......ssssssssssssesonesessssssessscssrsceeseeseeaseaneseeressaseoeesenasananeassneannres 9
SECTION IX RECORDS RETENTION, MAINTENANCE AND AUDIT .......cccssssssesstesssecsnessseresseesrenssressiseneensaas 9
SECTION X PROJECT COMPLETION.....c.csssssscsssessessuessassseroussensesstserssssesnteneensersaneancenreecessserversansaasesaseaneneraaey 10
SECTION XI SUSPENSION OF WORK. .......c:csssssnsssnenrnnersusrsesnesereeaerseasereraeeannanceneeaseaneaenseeanesceensens 10
SECTION XII TERMINATION j....c.scccccsscssssseaseonensenesnessssersscesesetonsassncesravenesseneranssereeaneresneseneaneenseseaneanenenens 10
SECTION XII] OWNERSHIP OF DATA......ccsessssessessecnsestssensnssaseansarserseoneoeseassarsseesceeceecescessersensensanssenesaennensaneany 10
SECTION XIV COMPLIANCE WITH LAWS.....cccssssssessssssersnssesessssessssserseerneenereserenseeneesenssenseensensastsansnaneseraneny 11
SECTION XV GENERAL CONSIDERATIONS ......c:ssscsssssssssssssesseessrssessessenersessersneenseaneanenneeaneaneaneanneseeateaeass 12
SECTION XVI SUCCESSORS AND ASSIGNS ....cscsssssscsussecsrsserseessessnesestesstssessnesserserseraneasessnrenroereneenenaneareays 14
SECTION XVII NO KICK-BACK CERTIFICATION.....ccssssssscossusssssussnersseresescesseeseesnecaneeneeeasessesseeessennonenesaees 14
SECTION XVII ANTI-DISCRIMINATION PROVISION.......cs:sscsscsssscsssscsssessseasescessessesseensersersesaseereeseestensenersesses 14
SECTION XIX INDEMNIFICATION....csssssecsssessssessesserseessesscesensunsnuserssacseresacsessesesuseysensenceaneseesceenrencenresapraeaneceaas 14
SECTION XX ANTI-TRUST VIOLATIONS ......scssssscsscesscessssncsssessesosneesnessnerssssnteeseesseessessessneeaneeevenressareeseeneeanenyes 15
Contract No. 2017-025 Page 2

SECTION XXI PROFESSIONAL CONDUCT AND PROFESSIONAL REGISTRATION ....ssssssssssssessssneesssee
SECTION XXII IMPROPER EXERCISE OF AUTHORITY ......csssesssssssssserssstscesteessessecaseaneesrensessetsamenmeannresecat
SECTION XXII] CONFLICTS OF INTEREST ....:.ssscssssssssesssesressesescevesseessnessecannenneenresseesenssestaseeaeenceceareneeeoteaseey
SECTION XXIV CONSULTANT/CONTRACTOR CONFLICTS OF INTEREST......ccsssssssssesssseessssssssssensansanses
SECTION XXV ORGANIZATION EMPLOYMENT DISCLAIMER ....ssssssssssssesssersesssesneenresersssessssaneesaneaceneecatey
SECTION XXVI FEDERAL DEBARMENT AND SUSPENSION .......scssssssssersssessssessessaeencensnecensesrersereeeantesensaas
SECTION XXVII SUBCONTRACTS. .....:ssessssssssceecessesssvossecscsssesesseonerersnsressesunesnseacenseessessenanrennencessscecaneeneseennes
SECTION XXVIII CONTINUING OBLIGATION....c..scscscssssessusssssssessesesesseesseessncasenreessessseanesnersanenneenraransensereraaeey
SECTION XXIX NAME CHANGE, MERGER, ACQUISITION, CONSOLIDATION AND/OR
TRANSFER OF
OWNERS HIP.......sssssecssersserssesseesssessnesceescassenssersssessessusesnscanseanesuesroneseesaneeseenaceseensersansaeeannesyeeseesaessaesaaensaneanencersen
SECTION XXIX ANTI-LOBBYING.....:csscsssesssessssssessnsceerossesnserscsseesnsanseeneeanseeseereesvessersnesnasenneeneensensaesereransuatenias
SECTION XXX FINAL/INCURRED COST AUDIT.....scsssssssscsssissseseseesssessscanmesnssnrersceeceesnenneraacenseeaamearsesenanies
SECTION XXXI REVIEW AND INSPECTIONG......c:csscsssssosssssssssessnssnsensssresssevenssrersaeenecsuseanennenenrenneersensanaceaezans
SECTION XXXII] PROPERTY OR EQUIPMENT .....sssscssscsssussesssecssesesssseesncessreseeraneensravsesseeneesnesnseenansseransensseatey
SECTION XXXII NONDISCRIMINATION .....:sssssssccersssresersesnsssssneesserenesseeseressesssesvecsusenasenreenensseraseeanenrecsateenteates
SECTION XXXIV AFFIRMATIVE ACTION (FOR FEDERAL-AID CONTRACTS) .......sssscsstesssseesssseersnesssssesses
SECTION XXXV PROFESSIONAL SERVICES DBE PROVISIONS......ssssssssscsssessstcencenssersnnesreensseensinsenesentens
SECTION XXXVI ENVIRONMENTAL PROTECTION.....ccsscssssssessesssessesseceseesseesseesseroernansenseasessensseceanrantennennes
SECTION XXXVII ENERGY CONSERVATION ....sscssssescsssscssessssssesazessresaresseerereseervetsessansenceenesneessereneeensnenezans
SECTION XXXVIH PATENTS AND COPYRIGHTS .......scscscssssressssseesserssersesssnrearessesneesreessetnsssatesaseanceesrroatey
SECTION XXXIX FRAUD AND FALSE STATEMENTS. .....s:sessssesssssneesressssrssersnaseaseaseasenseencensencenmenaerancaneanecas
SECTION XL FEDERAL IMMIGRATION AND NATIONALITY ACT .....ssccssssssssscssesssenssseescensserssserssieesnteanezsneey
SECTION XLI PANDEMIC CONTRACTUAL PERFORMANCE .......:sssssssssessesscserssssvessassersusecereeanerearnaseas
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Contract No. 2017-025 Page 3

SECTION XLII] PERFORMANCE EVALUATIONS 0... cssssecesseesssseseteansesseneetennenensneneereareeatensenecenearsess
SECTION XLIIE CONTRACT COMPLETION .........c.ssssessssssscesneseessssensensneeansresseeessassnensanenteavenseneetensanenenes
SECTION XLIV INFLUENCE ..........sssscssssssseesssessscssseoseonersesssnssssessvenesssensesecsseassnansnensanesessnseneensaeenenensecsoones
SECTION XLV INSURANCE REQUIREMENTS. .......csssssssssssssesseressssnesseneeneasensneseentacenseessensnenseveneenentes
SECTION XLVI TITLE VI.....ccsssssessstscsesssensccsssessssssssetasssscsrensessnssnsesnsnesersecsaesnncensenunesneavennnesaenseeneneaeauseaseaneerees
SIGNATURE PAGE .......csccscsscssscsesssescereneesnsssssersecensneuseecssenssuneanesaeeseesesessnessesaeceasensseaesuesanenaseeoseneesseeancoaersnennes
ATTACHMENT 1 - CONSTRUCTION AND PROFESSIONAL SERVICES/DESIGN CONTRACTS
PROMPT PAY AND PAYMENT REPORTING PROVISIONS
ATTACHMENT 2 - APPENDIX C — PART 26 PARTICIPATION BY DBE IN DEPARTMENT OF
TRANSPORTATION FINANCIAL ASSISTANCE PROGRAMS (WITH PART 26 APPENDIX A -
GUIDANCE CONCERNING GOOD FAITH EFFORTS)
ATTACHMENT 3 - APPENDIX D - CONSULTANT EVALUATION PROGRAM GUIDELINES
ATTACHMENT 4 - TITLE VI ASSURANCES
ATTACHMENT 5 - DBE CONSULTANT INTENDED PARTICIPATION AFFIDAVIT
ATTACHMENT 6 - DBE SUBCONSULTANT INTENDED PARTICIPATION AFFIDAVIT
ATTACHMENT 7 - CONSULTANT CERTIFICATION OF GOOD FAITH EFFORTS
ATTACHMENT 8 - CERTIFICATE OF PAYMENTS TO DBE FIRMS
ATTACHMENT 9 - CERTIFICATE OF PERFORMANCE
ATTACHMENT 10 - CERTIFICATE OF INSURANCE
ATTACHMENT 11 - SBE PROGRAM PARTICIPATION REPORTING FORM
EXHIBIT A - SCOPE OF WORK
EXHIBIT B - CONSULTANT’S FEE SCHEDULE
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Contract No. 2017-025 Page 4

CONSULTANT SERVICES
CONTRACT NO, 2017-025
Pursuant to the provisions of the Arizona Revised Statutes § 11-201 the Maricopa County Board of
Supervisors has the authority to enter into contracts.
The Maricopa County Department of Transportation, hereinafter called the “COUNTY”, is desirous
of having certain professional services performed in connection with Contract No. 2017-025,
Northern Parkway: Loop 101 to Grand Avenue, hereinafter called the “Project”, and as more
fully described in Exhibit A, Scope of Work, and in accordance with Exhibit B, Fee Proposal,
attached; and Burgess & Niple, Inc., hereinafter called “CONSULTANT”, with its principal offices
located at 1500 North Priest Drive, Suite 102, Tempe, Arizona 85281, Telephone No. (602)
244-8100 subject to the following terms and conditions:
THEREFORE, the parties hereto mutually agree as follows:
SECTION I—SERVICES OF THE CONSULTANT
The CONSULTANT, under the general supervision of the COUNTY, Transportation Systems
Management Division, Manager, shall prepare studies, reports, surveys, plans, drawings,
specifications, and cost estimates as are necessary for the Project according to the directions and
designated standards of the COUNTY, and in accordance with Exhibit A, Scope of Work. It is
understood and agreed that the COUNTY authorized representative shall be the COUNTY
Transportation Systems Management Division, Manager or his duly authorized representative,
hereinafter called the “Agent”. For purposes of this contract, the Agent’s duly authorized
representative shall be the Project Manager and he/she shall be the sole contact for administering
this contract.
The CONSULTANT shall meet periodically with the Agent so as to keep the COUNTY informed of
the progress of the work in accordance with the schedule defined in Exhibit A, Scope of Work.
The CONSULTANT shall promptly advise the Agent of any factors which develop during the
Project that would likely result in construction or design costs in excess of budgetary constraints.
SECTION II—PERIOD OF SERVICE
The CONSULTANT shall complete all work for Northern Parkway: Loop 101 to Grand Avenue
Scoping Assessment in accordance with the time requirements provided in Exhibit A, Section A,
Scope of Work, within FIVE HUNDRED FORTY (540) CALENDAR DAYS after receipt of the
Notice to Proceed. Should extension of this contract period be necessary, and any such
extension(s) continue the date of contract performance for a time period of more than one (1) year
from the original date of contract expiration, adjustment(s) of the CONSULTANT’s fee(s) may,
upon agreement by both the COUNTY and the CONSULTANT, be made in accordance with the
Consumer Price Index for Urban Consumers, Western Division, published by the U.S. Department
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Contract No. 2017-025 Page 5

of Labor, Bureau of Labor Statistics, using the published edition coinciding with the initial contract
expiration date. Any such fee adjustment shall only apply to the extended contract time period.
SECTION III—PAYMENTS TO THE CONSULTANT
The CONSULTANT shall be paid for work under this contract in accordance with the Scope of
Work a Cost Plus Fixed Fee Not to Exceed (CPFF-NTE) amount of ONE MILLION EIGHTY NINE
THOUSAND EIGHT HUNDRED EIGHTY FIVE DOLLARS AND NO CENTS ($1,089,885.00), plus
any adjustments that have been approved in writing in accordance with the Maricopa County
Procurement Code. However, the COUNTY does not guarantee either a minimum or maximum
fee under this contract, and CONSULTANT, in accepting this contract, does not expect the
payment of either a minimum or maximum fee. For not-to-exceed contract payments will be made
for the actual hours worked and actual expenses incurred as provided in Exhibit B, Consultant's
Fee Schedule.
The final invoice shall be paid to the CONSULTANT, as applicable, within forty-five (45) calendar
days after:
A. final completion of all work per Exhibit A, Scope of Work,
B. acceptance of the work by the COUNTY,
C. final completion of all work per Exhibit A, Scope of Work,
D. acceptance of the work by the COUNTY,
E. the COUNTY’s receipt of the fully executed “Certificate of Performance" form.
SECTION IV - PROMPT PAY LEGISLATION (A.R.S. §34-221)
If satisfactory progress is being made, the contractor will receive a payment based on the amount
of work completed. Progress payments may be made by the LPA/ Subrecipient Procurement Office
to the contractor on the basis of an approved estimate of the work performed during a preceding
period of time. The progress payments shall be paid on or before 14 days after the estimate of the
work is approved. The estimate of the work shall be deemed received by the LPA/Subrecipient
Procurement Office on submission to the person designated by the LPA/Subrecipient Procurement
Office for the submission, review or approval of the estimate of the work. The LPA/Subrecipient
Procurement Office by mutual agreement may make progress payments on contracts of less than
90 days and shall make monthly progress payments on all other contracts. Payment to the
contractor on the basis of a duly certified and approved estimate of the work performed during the
preceding calendar month under the contract may include payment for material and equipment.
An estimate of the work submitted shall be deemed approved and certified for payment after seven
days from the date of submission unless before that time the LPA/Subrecipient Procurement Office
or Designee prepares and issues a specific written finding setting forth those items in detail in the
estimate of the work that are not approved for payment under the contract. The contractor shall
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Contract No. 2017-025 Page 6

work with the LPA/Subrecipient or the LPA/Subrecipient Designee to finalize monthly estimate. The
progress payments shall be paid on or before 14 days after the estimate of the work is certified and
approved in accordance with Arizona Revised Statutes Section 34-221.
The contractor shall pay to the contractor's subcontractors or material suppliers and each
subcontractor shall pay to the subcontractor's subcontractor or material supplier, within seven days
of receipt of each progress payment the respectiveamounts allowed the contractor or subcontractor
on account of the work performed bythe subcontractors, to the extent of each subcontractor's
interest, except that no contract for construction services may materially alter the rights of any
contractor, subcontractor ormaterial supplier to receive prompt and timely payment.
A subcontractor may notify the LPA/Subrecipient Procurement Office in writing requesting that the
subcontractor be notified by the Subrecipient Procurement Office in writing within five days from
payment of each progress payment made to the contractor. If unsatisfactory progress has not been
made on the project, MCDOT may, at its sole option, refuse to make progress payment(s) of such
sums, which MCDOT considers necessary. This provision shall not limit MCDOT's rights to
terminate the Contract for default.
The CONSULTANT shall not withhold the Subconsultant's payment if MCDOT has paid the full
value of services rendered. Failure by the CONSULTANT to invoice MCDOT in accordance with
the terms of this Contract and/or pay its Subconsultants in accordance with the Arizona Prompt
Pay Law is a material breach of this Contract. MCDOT reserves the right to request that
Consultant provides proof of payment to its Subconsultants.
The CONSULTANT shall be found to be in breach of this Contract if it executes subcontract
agreements with Subconsultants, DBE and non-DBE, which materially change the Prompt Pay
requirement. This action may result in termination of the Contract, or any other such remedy
as deemed appropriate by MCDOT.
SECTION V - DISPUTE ESCALATION
The following dispute escalation levels shall be utilized to resolve disputes during the course of this
Contract. The following dispute escalation levels shall be utilized in the event the MCDOT PM,
CONSULTANT PM or Contracts Specialist are unable to agree on the scope, level of effort, cost or
any other issues related to this Contract. It is the intent of the COUNTY to resolve disputes at the
lowest level possible. If agreement cannot be reached at that level, then the matter is escalated to
the next higher level of management. Failure to agree at any level constitutes escalation to the next
level.
Failure by the CONSULTANT to utilize the escalation process shall constitute a waiver of any
claims for additional compensation or any other relief.
The following table depicts the dispute resolution escalation levels for Contract issues:
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Contract No. 2017-025 Page 7

Level MCDOT CONSULTANT PROCUREMENT
| Project Manager Project Manager Contract Services
Services
Division Manager Project Principal ‘. dmninistrative
2 Division Manager
Project Manager 9 Project Manager J
Contract Services
County Engineer
3 Division Manager Project Principal Chief Procurement Officer
Project Manager
The decision of the Chief Procurement Officer is final.
SECTION VI - ARBITRATION
The parties agree to use arbitration, after exhausting applicable administrative reviews, to resolve
disputes arising out of this agreement where the sole relief sought is monetary damages of
$500,000 or less, exclusive of interest and costs.
The arbitration shall be submitted under the relevant rules of the American Arbitration Association
(AAA) in effect as of the date of the demand for arbitration. The matter disputed shall be
submitted to an arbitrator mutually selected by MCDOT and the CONSULTANT.
SECTION VII—THE COUNTY’s RESPONSIBILITIES
The COUNTY will furnish the CONSULTANT, at no cost to the CONSULTANT, the following
information or services for this Project:
A. One copy of on-hand maps, records, survey ties, benchmarks, or other data pertinent to the
Project. This does not, however, relieve the CONSULTANT of the responsibility of searching
records for additional information, for requesting specific information, or for verification of that
information provided. The COUNTY does not warrant the accuracy or comprehensiveness of
any such information.
B. All available information and data relative to policies, standards, criteria, and studies, etc.
impacting the Project as identified by the CONSULTANT.
C. Available staff for consultation with the CONSULTANT during the performance of studies and
plan development in order to identify the problems, needs, and other functional aspects of the
Project.
Prompt examination of documents submitted by the CONSULTANT and rendering of decisions
pertaining thereto in order to avoid unreasonable delay in the progress of the work by the
CONSULTANT. The COUNTY will keep the CONSULTANT advised concerning the progress of
the COUNTY’s review of work
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Contract No. 2017-025 Page 8

SECTION VII—ALTERATION IN SCOPE OF WORK
This contract may be amended by mutual agreement of the COUNTY and the CONSULTANT.
Any alteration in the Scope of Work that will result in a substantial change in the nature of the
Project so as to materially increase or decrease the contract fee will require negotiation of an -
amendment to the contract to be executed by the COUNTY and the CONSULTANT. No work shall
commence on the change until the contract amendment has been approved by the COUNTY and
the Agent has notified the CONSULTANT to proceed. It is distinctly understood and agreed that
no claim for extra work performed or materials fumished by the CONSULTANT will be allowed by
the COUNTY except as provided herein, nor shall the CONSULTANT do any work or furnish any
materials not covered by this agreement unless such work is first authorized in writing by the
COUNTY in accordance with the Maricopa County Procurement Code. Any such work or materials
furnished by the CONSULTANT without such written authorization first being given shall be at
CONSULTANT’s own risk, cost, and expense. The CONSULTANT hereby agrees to make no
claim for such work or materials furnished without such written authorization.
SECTION IX—RECORDS, RETENTION, MAINTNANCE AND AUDIT
A. Pursuant to A.R.S. §35-214, the CONSULTANT and its Subconsultant(s) shall keep and
maintain all books, papers, records, accounting records, files, accounts, expenditure
records, reports, cost proposals with backup data and all other such materials related to the
Contract and other related project(s). The CONSULTANT shall make all such materials
related to the project(s) available at any reasonable time and place during the term of the
Contract and for five (5) years from the date the Initial Closeout Letter is sent to the
CONSULTANT after MCDOT indicates that work on the Contract has been completed to
the satisfaction of MCDOT (Contract Status Form). All Documents shall be retained for
auditing, inspection and copying upon the COUNTY’s or at FHWA’s request, or any other
authorized representative of the Federal Government.
B. Pursuant to A.R.S. §35-215, the CONSULTANT and its Subconsultant(s) with intent to
defraud, deceive, improperly influence, obstruct or impair an audit being conducted or
about to be conducted in relation to any Contract or subcontract with the COUNTY is guilty
of a Class 5 Felony.
C. In case of an audit and the CONSULTANT has failed to retain records in accordance with
the applicable Contract provision, it shall be presumed that the documents would not have
supported the CONSULTANT’s position. Therefore, failure to retain such records shall
result in the CONSULTANT being required to reimburse MCDOT for unsupported costs.
The CONSULTANT may also be disqualified from submitting future SOQ proposals.
D. Upon completion and final closeout of the Contract, physical/fpaper or electronic
Contract files and any supporting materials shall be maintained in accordance with
MCDOT and State Record Retention Center Records Retention/Destruction Policy and
Schedules.
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Contract No. 2017-025 Page 9

SECTION X—PROJECT COMPLETION
lf, during the course of this contract, situations beyond the control and not the result of delay
attributable to CONSULTANT arise which prevent completion within the allotted time, the Agent
may grant an extension.
SECTION XI - SUSPENSION OF WORK
Work on this Contract may be suspended by written order at MCDOT’s sole discretion. The
CONSULTANT is not entitled to any compensation when work is suspended.
SECTION XII—TERMINATION
The COUNTY may terminate this contract at any time upon reimbursement to the CONSULTANT
of expenses that include reasonable charges for time and material for the percentage of work
satisfactorily completed and provided to the COUNTY.
The COUNTY reserves the rights to postpone, terminate, or abandon this contract for the
CONSULTANT’ failure to complete the Project on time or failure to comply with the provisions of
the contract. The COUNTY also reserves the right to terminate any or all parts of this contract for
its own convenience as the COUNTY may determine at its sole discretion.
The COUNTY hereby gives notice that pursuant to A.R.S. § 38-511 “A” this contract may be
canceled without penalty or further obligation within three (3) years after execution if any person
significantly involved in initiating, negotiating, securing, drafting, or creating a contract on behalf of
the COUNTY is, at any time while the contract or any extension of the contract is in effect, an
employee or agent of any other party to the contract in any capacity or a consultant to any other
party of the contract with respect to the subject matter of the contract. Cancellation under this
section shall be effective when written notice from the Transportation Director is received by all of
the parties to the contract. In addition, the COUNTY may recoup any fee or commission paid or
due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the COUNTY from any other party to the contract arising as a result of the
contract.
The CONSULTANT may terminate this contract in the event of nonpayment of fees as specified in
SECTION II], PAYMENTS TO THE CONSULTANT.
SECTION XIII—OWNERSHIP OF DATA
A. The CONSULTANT agrees to maintain (in sufficient detail as shall properly reflect all
work done and results achieved in the performance of this Contract) tracings, plans,
specifications and maps, basic survey notes and sketches, books, records, reports,
research notes, charts, graphs, comments, computations, analyses, recordings,
photographs, computer programs and documentation thereof, and other graphic or written
data generated in connection with the work required in the Contract; all such information
and documentation to be termed Data under this Contract.
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Contract No. 2017-025 Page 10

B. All Data procured hereunder for the work funded by MCDOT shall become the property of
MCDOT and delivered to MCDOT upon request, and shall not be used or released by the
CONSULTANT or any other person except with the prior written approval by the COUNTY;
provided that the CONSULTANT shall not be required to retain any Data not requested by
MCDOT within five (5) years from the date of final payment to the Consultant hereunder;
and provided further that until such delivery to MCDOT, the CONSULTANT agrees to
permit MCDOT and FHWA representatives to examine and review at reasonable times all
Data still in the possession of the CONSULTANT.
C. All services, information, computer program elements, reports and other deliverables which
may be patented or copyrighted and created under this Contract are the property of the
COUNTY and shall not be used or released by the CONSULTANT or any other person
except with the prior written approval by the COUNTY.
SECTION XIV—COMPLIANCE WITH LAWS
The CONSULTANT is required to comply with all Federal, State, and local laws, local ordinances
and regulations. The CONSULTANT’s signature on this contract certifies compliance with the
provisions of the |-9 requirements of the Immigration Reform and Control Act of 1986 for all
personnel that the CONSULTANT and any sub-consultants employ to complete any Project. It is
understood that the COUNTY shall conduct itself in accordance with the provisions of the Maricopa
County Procurement Code.
The CONSULTANT warrants that it is in compliance with A.R.S. §41-4401 and_ further
acknowledges:
(1) That the CONSULTANT and its sub-consultants, if any, warrant their compliance with all
federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. §23-214, subsection A; After December 31, 2007, every
employer, after hiring an employee, shall verify the employment eligibility of the
employee through the e-verify program and shall keep a record of the verification for the
duration of the employee’s employment or at least three years, whichever is longer.
(2) That a breach of a warranty under subsection 1 above, shall be deemed a material
breach of the contract that is subject to penalties up to and including termination of the
contracts;
(3) That the contracting government entity retains the legal right to inspect the papers of any
CONSULTANT or sub-consultant employee who works on the contract to ensure that
the CONSULTANT or sub-consultant is complying with the warranty provided under
subsection 1 above and that the CONSULTANT agrees to make all papers and
employment records of said employee(s) available during normal working hours in order
to facilitate such an inspection.
(4) That nothing herein shall make any CONSULTANT or sub-consultant an agent or
employee of the contracting government entity.
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Contract No, 2017-025 Page 11

Certification Regarding Debarment and Suspension:
(1) The undersigned (authorized official signing for the CONSULTANT) certifies to the best of
his or her knowledge and belief, that the CONSULTANT, defined as the primary
participant in accordance with 45 CFR Part 76, and its principals:
(a) are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from covered transactions by any Federal Department or
agency;
(b) have not within 3-year period preceding this contract been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain, or performing a public (Federal, State
or local) transaction or contract under a public transaction; violation of Federal or State
antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
(c) are not presently indicted or otherwise criminally or civilly charged by a government
entity (Federal, State or local) with commission of any of the offenses enumerated in
paragraph (2) of this certification; and
(d) have not within a 3-year period preceding this contract had one or more public
transaction (Federal, State or local) terminated for cause of default.
(2) Should the CONSULTANT not be able to provide this certification, an explanation as to
why should be attached to the Contact.
(3) The CONSULTANT agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower
tier covered transactions related to this contract.
SECTION XV—GENERAL CONSIDERATIONS
A. The CONSULTANT shall furnish to the COUNTY for approval, the names of its key
employees, and of its sub-consultants and their key employees, to be used on this Project prior
to beginning the work under this contract. Any subsequent changes are subject to the written
approval of the COUNTY.
B. The CONSULTANT shall perform, with its own firm, work amounting to fifty percent (50%) or
more of the total amount of the contract value. Any deviation may be approved, in writing, at
the discretion of the Agent.
C. The failure of either party to enforce any of the provisions of this contract or fo require
performance of the other party of any of the provisions hereof shall not be construed to be a
waiver of such provisions, nor shall it affect the validity of this contract or any part thereof, or
the right of either party to thereafter enforce each and every provision.
ner eee nd
Contract No. 2017-025 Page 12

D. The CONSULTANT shall be responsible for the cost of any additional design, field layout,
testing, construction and supervision necessary to correct those errors or omissions
attributable to the CONSULTANT, and for any damage incurred by the COUNTY as a result of
additional construction costs caused by such consultant errors or omissions.
E. The fact that the COUNTY has accepted or approved the CONSULTANT’s work shall in no
way relieve the CONSULTANT’s responsibility.
F. itis mutually understood and agreed that this contract shall be governed by the laws of the
State of Arizona, both as to interpretation and performance. Any action at law, suit in equity, or
judicial proceeding for the enforcement of this contract, or any provision thereof, shall be
instituted only in the courts of the State of Arizona.
G. When this contract requires the CONSULTANT to study specific geographic areas of Maricopa
County the CONSULTANT agrees during the term of this contract and any extensions thereof
that CONSULTANT will not perform similar services for any clients other than the COUNTY
within that specific geographic area without the written authorization and approval of the
Transportation Director of the COUNTY.
H. The CONSULTANT agrees that it, its principals, employees, sub-consultants, agents and
assigns, shall not accept employment as consultants, expert witnesses or otherwise in any
pending or contemplated litigation against the COUNTY during the term of this contract and
any extensions thereof without the written authorization and approval of the Transportation
Director of the COUNTY.
|. The CONSULTANT agrees that it, its principals, employees, sub-consultants, agents and
assigns, shall not accept employment as consultants, expert witnesses or otherwise in any
future litigation against the COUNTY in regard to the subject matter of this contract without the
written authorization and approval of the Transportation Director of the COUNTY.
J. [tis understood that the COUNTY shall have the right to seek and obtain in any court of
competent jurisdiction an injunction to restrain a violation or alleged violation by the
CONSULTANT, its principals, employees, sub-consultants, agents or assigns, of the
provisions of G., H., and |. of this section or of the provisions of B. of Section IX, and the right
of action for full damages at law, in addition to any other remedies provided by this contract. In
no case shall a waiver by the COUNTY of the right to seek relief under this provision constitute
a waiver of any other or further violation.
K. The CONSULTANT shall incorporate stormwater quality best management practices (BMPs)
in the design of the project and comply with the Maricopa County Stormwater Quality
Management and Discharge Control Regulation, the Maricopa County Drainage Policies and
Standards, and the Maricopa County Drainage Regulations, using guidance from the Maricopa
County Drainage Design Manual, Vol. [I], Erosion Control.
L. Consultant hereby certifies that it is not currently engaged in, and will not for the duration of
this Agreement engage in, a boycott of Israel as defined by A.R.S. § 35-393.01. Violation of
nnn Ag RT el
Contract No. 2017-025 Page 13

this certification by Consultant may result in action by County up to and including termination of
this Agreement.
SECTION XVI—SUCCESSORS AND ASSIGNS
This contract shall not be assigned by either party without prior written approval of the other except
that the CONSULTANT may use in the performance of this contract without prior approval of the
COUNTY, personnel or services of its related entities and affiliated companies as if they were an
integral part of the CONSULTANT; and it shall extend to and be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
SECTION XVII-NO KICK-BACK CERTIFICATION
The CONSULTANT warrants that no person has been employed or retained fo solicit or secure
this contract upon any agreement or understanding for a commission, percentage, brokerage, or
contingent fee; and that no member of the Board of Supervisors or any employee of the COUNTY
has any interest, financially or otherwise, in the CONSULTANT’s firm.
For breach or violation of this warranty, the COUNTY shall have the right to annul this contract
without liability, or at its discretion, to deduct from the contract price or consideration, the full
amount of such commission, percentage, brokerage, or contingent fee.
SECTION XVIII—ANTI-DISCRIMINATION PROVISION
The COUNTY will endeavor to ensure in every way possible that small business enterprises shall
have every opportunity to participate in providing professional services, purchased goods, and
contractual services to the COUNTY without being discriminated against on the grounds of race,
religion, gender, age, disability, or national origin.
A DBE Goal of 9.30% has been established for this contract. Prime consultants are encouraged to
obtain DBE participation above and beyond the goal on this contract. DBE goal attainment will be
monitored to help ensure that overall DBE goal is met on the contract. DBE availability is based on
the Arizona UCP directory, which can be searched by specialty and/or NAICS code at
https://utracs.azdot.gov/
The CONSULTANT agrees not to discriminate against any employee or applicant for employment
because of race, religion, gender, age, disability, or national origin, and further agrees not to
engage in any unlawful employment practices. The CONSULTANT further agrees to insert the
foregoing provisions in all subcontracts hereunder.
SECTION XIX—INDEMNIFICATION
To the fullest extent permitted by law, CONSULTANT shall defend, indemnify, and hold harmless
COUNTY, its agents, representatives, officers, directors, officials, and employees from and against
all claims, damages, losses and expenses, including reasonable attorney fees and court costs, but
only to the extent caused by the negligence, reckless or intentional wrongful conduct of the
CONSULTANT or others persons employed or used by the CONSULTANT in the performance of
Dn
Contract No. 2017-025 Page 14

the contract or subcontract. “Other persons employed or used” means a subconsuitant to a
CONSULTANT or design professional in any tier, or any other person or entity who performs work
or design professional services, or provides labor, services, materials or equipment in connection
with the contract.
The amount and type of insurance coverage requirements set forth herein will in no way be
construed as limiting the scope of the indemnity in this paragraph. The scope of this
indemnification does not extend to the sole negligence of COUNTY.
SECTION XX - ANTI-TRUST VIOLATIONS
The CONSULTANT and the COUNTY recognize that in actual economic practice, overcharges
resulting from anti-trust violations are in fact borne by Purchaser or ultimate user which in this
case, the COUNTY. Therefore, the CONSULTANT, acting as a vendor, hereby assigns to the
COUNTY any and all claims for such overcharges.
SECTION XXI - PROFESSIONAL CONDUCT AND PROFESSIONAL REGISTRATION
The CONSULTANT shall comply with the “Rules of Professional Conduct” provision pursuant to
A.A.C, R4-30-301, which is incorporated herein by reference and hereby made a part of this
Contract.
The CONSULTANT shall comply with the “Registration as an Architect, Assayer, Engineer,
Geologist, Landscape Architect, or Land Surveyor” provision pursuant to A.A.C. R4-30-201,
which is incorporated herein by reference and hereby made a part of this Contract.
SECTION XXIl - IMPROPER EXERCISE OF AUTHORITY
It is further understood and agreed that the CONSULTANT shall not, in any way, exercise any
portion of the authority or powers of the COUNTY, and shall not make a contract or
commitment, or in any way represent itself as an agent of the COUNTY beyond the scope of
this Contract unless expressly authorized, in writing, by the COUNTY.
SECTION XxXIll - CONFLICT OF INTEREST
The CONSULTANT shall not engage the services on this contract of any present or former
COUNTY employee who was involved as a decision maker in the selection or approval processes
or who negotiated and/or approved billings or contract modifications for this contract.
The CONSULTANT agrees that no public or private interest exists and none shall be acquired
directly or indirectly which would conflict in any manner with the performance of this contract.
SECTION XXIV - CONSULTANT/CONTRACTOR CONFLICT OF INTEREST
No contract for the construction of a project shall be awarded to the CONSULTANT that designed
the project, or its subsidiaries, affiliates, parent company or Sub consultants, except with the
written approval by the COUNTY.
a
Contract No. 2017-025 Page 15

The applicability of the above also applies to a Management and/or General CONSULTANT or any
of its subsidiaries, affiliates, parent company or Sub-Consultants that were involved in any aspect
of the design phase.
SECTION XXV - ORGANIZATION EMPLOYMENT DISCLAIMER
A. This Contract is not intended to constitute, create, give to, or otherwise recognize a joint
venture agreement or relationship, partnership, or formal business organization of any
kind, and the rights and obligations of the parties shall be only those expressly set forth
in this Contract.
B. The parties agree that no persons supplied by the CONSULTANT in the performance
of CONSULTANT obligations under the Contract are considered to be COUNTY
employees. The Consultant shall have total responsibility for all salaries, wages,
bonuses, retirement, withholdings, workmen's compensation, occupational disease
compensation, unemployment compensation, other employee benefits and all taxes and
premiums appurtenant thereto concerning such persons, and shall save and hold the
COUNTY harmless with respect thereto.
SECTION XXVI - FEDERAL DEBARMENT AND SUSPENSION
A. By signature on this Contract, the CONSULTANT certifies its compliance, and the
compliance of its Subconsultants or subcontractors, present or future, by stating that any
person associated therewith in the capacity of owner, partner, director, officer, principal
project director, manager, auditor, or any position of authority involving
invest,
ederal funds:
1. |s not currently under suspension, debarment, voluntary exclusion, or determination
of ineligibility by any Federal Agency;
2. Does not have a proposed debarment pending;
3. Has not been suspended, debarred, voluntarily excluded or determined ineligible by
any Federal Agency within the past three (3) years; and
4. Has not been indicted, convicted, or had a civil judgment rendered against the
firm by a court of competent jurisdiction in any matter involving fraud or official
misconduct within the past three (3) years as specified by Code of Federal
Regulations 49 CFR paragraph 29.305(a).
B. Where the CONSULTANT or its Subconsultant is unable to certify to the statement in
Section a.1. above, the CONSULTANT or its Subconsultant shall be declared ineligible to
enter into Contract or participate in the project.
C. Where the CONSULTANT or Subconsultant is unable to certify to any of the statements
as listed in Sections a.2., a.3., or a.4., above, the CONSULTANT or its Subconsultant
shall submit a written explanation to the COUNTY. The certification or explanation shall
be considered in connection with theCOUNTY’s determination whether to enter into
Contract.
(nnn ee
Contract No. 2017-025 Page 16

A. The CONSULTANT shall provide immediate written notice to the COUNTY if, at any time,
the CONSULTANT or its Subconsultant, learn that its Debarment and Suspension
certification has become erroneous by reason of changed circumstances.
SECTION XXVII - SUBCONTRACTS
The CONSULTANT agrees to execute a written contract with all Sub-consultants for work to be
completed under this contract. The executed contract shall include Sub-Consultant's Scope of
Work and all the Uniform Terms and Conditions set forth in this contract.
The CONSULTANT shall provide electronic copies of signed subcontract agreements with all Sub-
consultants to ADOT Business Engagement and Compliance Officer (BECO)) by uploading them
to the BECO online DBE Contract & Labor Compliance Management System
(httos://adot.dbesystem.com). Subcontract agreements must include all required assurances and
required clauses as outlined in this contract. Each agreement and required attachment must be
dated and signed by the Sub-consultant in order for the subcontract to be considered valid.
The CONSULTANT shall be in breach of this contract if tte CONSULTANT materially modifies the
federal regulations and State statutes in its subcontract agreements terms and conditions with its
Subconsultants. Deviations from the terms of this contract may result in termination of the
contract, or any other such remedy as deemed appropriate by the COUNTY.
SECTION XXVIII - CONTINUING OBLIGATION
The CONSULTANT agrees that if due to death or any other occurrence it becomes impossible
for any principal or employee of the CONSULTANT to render the services required under this
Contract, neither the CONSULTANT nor the surviving principals shall be relieved of any
obligation to render complete performance. However, in such event, the COUNTY may
terminate this Contract if it considers the death or incapacity of such principal or employee to
be a loss of such magnitude as to (1) affect the CONSULTANT’s ability to satisfactorily
complete the performance of this Contract, or (2) materially affect the evaluation of the
CONSULTANT’s qualifications.
SECTION XXIX - NAME CHANGE, MERGER, ACQUISITION, CONSOLIDATION AND/OR
TRANSFER OF OWNERSHIP
A. In cases where a firm changes its name, acquires, or merges with another company, the
firm under Contract with MCDOT shall notify MCDOT of name or ownership changes
within 10 business days from the date when the name or ownership change is legally
signed/approved before the new CONSULTANT begins any work on acquired firm's
contract(s). The CONSULTANT changing its name due to merger, acquisition,
consolidation and/or transfer of ownership shall be responsible for fulfilling all obligations,
liabilities, and contract terms/conditions for all MCDOT Contracts of the acquired firm.
The new/acquiring firm shall provide MCDOT with the required information to approve the
name change, including but not limited to the following:
1. A letter, on company letterhead, indicating the new name and reason for the change.
The letter shall also include:
eS SS
Contract No. 2017-025 Page 17

i. Effective date of the change.
ii. List of active and pending closeout MCDOT Contracts affected by the change
with contract description. Indicate which contract(s) the firm served as a
CONSULTANT or Subconsultant.
iii. A statement certifying that the new/acquiring CONSULTANT shall assume
all obligations and liabilities set forth in the respective contracts for all listed
contracts between the new/acquiring CONSULTANT and MCDOT.
iv. A statement certifying that no changes have been made in the Key Personnel
responsible for the affected contracts. If a Key Personnel change occurs resulting
from the merger, acquisition, consolidation and/or transfers of ownership, the
CONSULTANT shall submit a separate request to obtain MCDOT’s approval for
the Key Personnel change.
2. A copy of Arizona Corporation Commission (ACC) or home-state equivalent
Corporation Commission approval documentation of the new/acquiring CONSULTANT
3. Updated professional license(s) of the new/acquiring CONSULTANT
4, Updated W-9 Form of the new/acquiring CONSULTANT
B. If the acquiring firm is approved by MCDOT to take over the merged or acquired Contracts,
the Contracts shall be modified to include the acquiring firm’s name by a Contract
Modification. The CONSULTANT shall also re- prequalify with ECS under the new
entity/firm name.
C. If a Subconsultant listed in the Contract changes its name due to merger, acquisition,
consolidation and/or transfer of ownership, the Subconsultant shall notify the
Consultant of the name or ownership changes within 10 business days when the name
or ownership change is legally signed/approved before the new/acquiring Subconsultant
begins any work on the acquired Subconsultant contract(s). The CONSULTANT shall
request MCDOT’s written approval within 10 calendar days from the Subconsultant
notification. The name-change request shall include, at a minimum, the following:
1. A letter, on company letterhead, indicating the new Subconsultant(s) name and
reason for the change. The letter shall also include:
i. Effective date of the change
ii. List of active and pending closeout MCDOT Contracts affected by the
change with contract description. Indicate which contract(s) the firm served as a
CONSULTANT or Subconsultant.
iii. A statement certifying that the new/acquiring Subconsultant shall continue to
provide quality work under the Contract
iv. A statement certifying that no changes have been made in the Key Personnel
responsible for the affected contracts. If a Key Personnel change occurs resulting
from the merger, acquisition, consolidation and/or transfers of ownership, the
Subconsultant shall submit a separate request through the CONSULTANT, to
obtain COUNTY’s approval for the Key Personnel change.
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Contract No. 2017-025 Page 18

2. A copy of the new/acquiring Subconsultant's ACC or home-state equivalent
Corporation Commission approval documentation related to the change.
SECTION XXIX—ANTI-LOBBYING
CONSULTANT agrees to comply with the provisions of Section 1352 of Title 31, U.S. Code (Public
Law 101.121) as codified in Title 48, Federal Acquisition Regulations Subpart 3.8 and Subpart 52.203-
11. The legislation prohibits federal funds from being expended by a recipient or any lower tier
subrecipients of a Federal contract, grant, loan, or cooperative agreement to pay any person for
influencing or attempting to influence a Federal agency or Congress in connection with the award of
any Federal contract, the making of any Federal grant or loan, or entering into any cooperative
agreement, including the extension, continuation, renewal, amendment or modification of any Federal
contract, grant, loan or cooperative agreement. Disclosure statements shall be provided to the
COUNTY.
CONSULTANT agrees to require all lower tier sub-consultants who have agreements exceeding
$100,000 to complete the Certification of Federal Contracts (ECS Form 90-1) and, when appropriate,
the Disclosure of Lobbying Activities (ECS Form 90-3) prior to execution of the Prime Consultants
Agreement with the COUNTY. Lower tier certifications are to be maintained by CONSULTANT and
shall be retained by CONSULTANT for a period of three (3) years following the completion and
acceptance of the project.
SECTION XXX - FINAL/INCURRED COST AUDIT
a. Final/Incurred Cost Audit (ICA) of the CONSULTANT’s costs may be performed
by MCDOT to determine the Contract costs’ allowability, allocability, and
reasonableness in accordance with the terms of this Contract.
b. A CPA-prepared overhead schedule or a Cognizant Audit Report that meets
ADOT/AASHTO/FHWA guidelines is acceptable for establishing a given year's
overhead rate with the concurrence of Maricopa County Department of
Transportation (MCDOT).
c. Upon receipt of an ICA draft report, the CONSULTANT has 14 calendar
days to respond to the Incurred Cost Auditor with any disagreements,
questions, or request for additional supporting documentation. A time
extension may be allowed, if requested in writing within the 14-day
timeframe, by the appropriate parties. Disagreements related to the results of
the ICA draft report shall be addressed or resolved with the Incurred Cost
Auditor on or before the date of the formal Exit Conference with the
Incurred Cost Auditor and the CONSULTANT. Non-response to the draft
audit report after the 14-day timeframe and after the Exit Conference will be
deemed by MCDOT as the CONSULTANT’s acceptance of the findings in the
draft report.
d. d. The appeal process for all Audit issues shall remain with MCDOT. The
following table depicts the escalation levels for Audit issues:
(nell it
Contract No. 2017-025 Page 19

Level MCDOT CONSULTANT PROCUREMENT
1 Project Manager Project Manager Contract Services
Administrative Services
Division Manager Project Principal
2 Division Manager
Project Manager Project Manager
Contract Services
County Engineer
3 Division Manager Project Principal Chief Procurement Officer
Project Manager
The decision of the Chief Procurement Officer is final.
e. MCDOT or the CONSULTANT shall reimburse either party in accordance
with the ICA results. Failure of the CONSULTANT to reimburse MCDOT for
over-billed charges based on the results of the Pre-award Reviews or ICAs
shall result in disqualification of the CONSULTANT.
SECTION XXXI - REVIEWS AND INSPECTIONS
Representatives from the COUNTY and FHWA are authorized to review and inspect the
Contract activities and facilities during the CONSULTANT’s and its Subconsultants normal
business hours.
SECTION XXXII - PROPERTY OR EQUIPMENT
Except as otherwise provided in this Contract, computer or other special equipment needed to
fulfill this Contract, shall be purchased through the MCDOT Procurement Group and considered
as MCDOT property. The control, utilization and disposition of property or equipment acquired
using Federal/State funds shall be determined in accordance with the property management
standards set forth in 49 CFR Part 18.
SECTION XXXIII - NONDISCRIMINATION
1. During the performance of this Contract, the CONSULTANT, for itself, its Subconsultants,
assignees and successors shall:
a. Not discriminate on the basis of race, color, national origin, or sex and
shall carry out applicable requirements of 49 CFR Part 26 in the performance
of this Contract. Failure by the CONSULTANT fo carry out these requirements
is a material breach of this Contract, which may result in the termination of this
Contract, disqualification from proposing on other Contracts or other remedy as
the State deems appropriate.
Comply with Executive Order 2009-09, Prohibition
5	1	24	1	1	7	1719	2714	35	37	96.768570	of
5	1	24	1	1	8	1789	2712	254	39	87.811424	Discrimination
5	1	24	1	1	9	2081	2712	27	38	87.811424	in
4	1	24	1	2	0	657	2771	1452	54	-1	
5	1	24	1	2	1	657	2778	225	47	96.468018	Employment
5	1	24	1	2	2	903	2777	41	46	96.302292	by
5	1	24	1	2	3	966	2777	224	36	71.564255	Goverment
5	1	24	1	2	4	1204	2775	200	36	96.727577	contractors
5	1	24	1	2	5	1422	2774	63	37	96.829559	and
5	1	24	1	2	6	1506	2772	297	44	96.595573	Subcontractors,
which is hereby
included in its entirety by reference and considered a part of this Contract.
Pr
Contract No. 2017-025 Page 20