CONTRACT 2015-007 WITH CONSULTANT ENGINEERING.PDF

FEDERAL
ON-CALL FEDERAL-AID CONSTRUCTION ADMINISTRATION SERVICES
BETWEEN
MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION
AND
CONSULTANT ENGINEERING, INC.
CONTRACT NO. 2015-007
Agenda No. C-64-
SS
Contract No, 2015-007

ON CALL FEDERAL AID CONSTRUCTION ADMINISTRATION SERVICES
CONTRACT NO. 2015-007
TABLE OF CONTENTS
SECTION I SERVICES OF CONSULTANT 1
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SECTION Il WORK ASSIGNMENTS AND PERIOD OF SERVICE. 1
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SECTION Ill PAYMENTS TO THE CONSULTANT 2
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SECTION IV PROMT PAY LEGISLATION 2
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SECTION V DISPUTE ESCALATION. sessssssssssssssstssssssssssssssssonieevtuesetisernessotaysensoniestrsersisensteteeseerieeses 3
SECTION VI ARBITRATION.......c..ccccsccessssse 4
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SECTION VII COUNTY’S RESPONSIBILITIES. sssssssossssessssssasssussssossssosesesesransesanstasttasteesttacenneesnseereee 4
SECTION VII] ALTERATION IN SCOPE OF WORK 4
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SECTION IX RECORDS RETENTION, MAINTENANCE AND AUDIT vecscosssssssscssssssesscertssssssetsstererueeeeeree 5
SECTION X WORK ASSIGNMENT COMPLETION 5
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SECTION XI SUSPENSION OF WORK. csscssssssecssesssssssssstissneessoneraseetnseniessetosasereresenivesniessetaservnteveneaese 5
SECTION XII TERMINATION. ..sscssssssssssssssscsesssnessnssscessusssonsssssnsssneeaensceeeeevtenersenenutssesensaeevereneneeneeeneeeeee 6
SECTION XIll OWNERSHIP OF DATA..sssssccsssstssvssssstsssessesssessssntnconsissniassnstnseesertnavesneenaneeteeniensensene 6
SECTION XIV COMPLIANCE WITH LAWS 7
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SECTION XV GENERAL CONSIDERATIONS .sesssssssssscssssssesrsneessanessssnetsceentenserensertseetscoeunveseneersnneeeese 8
SECTION XVI SUCCESSORS AND ASSIGNS 9
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SECTION XVII NO KICK-BACK CERTIFICATION 9
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SECTION XVII] ANTI-DISCRIMINATION PROVISION. .sssscsssscsescssssssssassessstensacrersaneenseststsestsceentieeenteesseses 10
SECTION XIX INDEMNIFICATION 10
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SECTION XX ANTITRUST VIOLATIONS 10
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SECTION XXI PROFESSIONAL CONDUCT AND PROFESSIONAL REGISTRATION 10
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Contract No. 2015-007

SECTION XXH IMPROPER EXERCISE OF AUTHORITY...ccsssessessssssssssarsessersneessseessmeenevesnseseesasenarsesneveseenies 10
SECTION XXII] CONFLICTS OF INTEREST ..eccssesssssssssssestessneescesssncessceesmeerniseaserssacersessnonesaeeeeaseernesueseareeaesnees 11
SECTION XXIV CONSULTANT/CONTRACTOR CONFLICTS OF INTEREST....scsscsscssseesersseresssnseorresssnenseaces 11
SECTION XXV ORGANIZATION EMPLOYMENT DISCLAIMER,.....scssssessusseessnsssneesuesssssansversnenanenneiteseacene 11
SECTION XXVI FEDERAL DEBARMENT AND SUSPENSION ........ccssssstessssscesseessnesncsessnessersaneeatesnenessens 11
SECTION XXVII SUBCONTRACTS.....scessssscssssessrnsscsetssstensonsersnsreersateensesssaecentenrusesareesverssusresuereeranredeaventeavenssane 12
SECTION XXVIII CONTINUING OBLIGATION....cesesssssssereessrssmearssetnseusanssetratanatsnutsnettentenensaccnasetteenenecereens 12
SECTION XXIX NAME CHANGE, MERGER, ACQUISITION, CONSOLIDATION AND/OR TRANSFER OF
OWNERSHIP .....asecsssesseseanecrsnsseansesersnrstersensasersneocsaseenetransecsnyecsurees eet uvensasterevennunasuesaaeen aves vensevessenteantenuenseacenseenea 13
SECTION XXX ANTI-LOBBYING q...cessesssssssssesssssceseseessscsssesteessessseeceessesseessescaeeaceesensassesstaneseessteeateuteaneteaese 14
SECTION XXXI FINAL/INCURRED COST AUDIT ....cecssessmsessrssesssnessenssseerencearsnersreesuecosieessieeeseeeraesaareseentenss 14
;
SECTION XXXII REVIEW AND INSPECTIONG......ccsssssan cess neevensaeeseesnesaesseeneesataceeassanesauesnessesausnesvantanveraee 15
SECTION XXXIll PROPERTY OR EQUIPMENT ....sssssssssescssesecscrssessessencesersersareererseeassoneeneeanersrentesteeaseceonss 15
SECTION XXXIV NONDISCRIMINATION.....ccsssccsscessssssereeseaccesecancearseaceeaceereenaseuersareesesanessanesreenaeeenusaneasseuanssens 15
SECTION XXXV AFFIRMATIVE ACTION (FOR FEDERAL-AID CONTRACTS) .cssccssssesesseetsenssersncesoneesersens 17
SECTION XXXVI PARTICIPATION BY DISADVANTAGED BUSINESS ENTERPRISES — COMMITMENT,
COMPLIANCE AND REPORTING......sssssscssscssssssssessssrasssreneeconeesceerseissaureeneessessaceecantessestenusesuessustanseesstennensesns 18
SECTION XXXVII COUNTING DBE PARTICIPATION.......sesssssscescssncesmesceassernerseesszeecesstetsacesecessanseseneessaneneaate 21
SECTION XXXVIII PARTICIPATION BY SMALL BUSINESS CONCERNS (SBC)....c.sssssssconsesscssseessiressnerseses 22
SECTION XIX ENVIRONMENTAL PROTECTION ....sccsssssssssrsssssesesnscestesscersuseatencoaressenssenensenesancessenssareesaeeatte 22
SECTION XL ENERGY CONSERVATION ....cssssssssssseesensseessceeneasessensesenrsenrseranrencernateareeasreenteanreanceanesnassnenecans 23
SECTION XLI PATENTS AND COPYRIGHTS .....ccscssssscsssrsrseessnsesneerteraceecessnessuseanssssenanerscentntineessenreneeeneneneasnens 23
SECTION XLII FRAUD AND FALSE STATEMENTS.......ssecscssserssserseerseesesessmssnesentsimessscencescansantssecesanenenas 23
SECTION XLII] FEDERAL IMMIGRATION AND NATIONALITY ACT... csscccssecssssessersesrseencseseesseessnesenitensenses 23
SECTION XLIV PANDEMIC CONTRACTUAL PERFORMANCE... ..scsssssssessstesesssecessesesereseesesensnesrscerenten 25
Contract No. 2015-007

SECTION XLV PERFORMANCE EVALUATIONS. ....ccssscssecceseeienesensnnnenesscsasinenserarenseeeenecions 26
SECTION XLVI CONTRACT COMPLETION ......:cccsccsssssersesersassescsensssnsenssseaseeateecenriesnesenaessrsesseeaeessnares 26
SECTION XLVI INSURANCE REQUIREMENTS ....cscsssssscssessssecsanssessessesnssnsssssaneaceeresssseesunssseseenessieacareens 26
SECTION XLVI INFLUENCE.....:ccsscsssssscessenencecssesaseseacesevsererersessscareseevssereeoeaeseeeneneenencenereananetesearnsrenereseses 28
SECTION XLIX TITLE Vi. .esssesscessssersecensssesssersasessussssuscarsensencesatsanseecstsvteeseeseeeseessensuesseeasrssranceersearersceeanvesnaeeey 29
SIGNATURE PAGE ....esccssseccssssssescercensecotresessvrnensseensttennanessnasessutenesuesconsureguereesvennenisascenveestaaseateaseaneeaeenneenneecenen 30
APPENDIX C - PART 26 PARTICIPATION BY DBE IN DEPARTMENT OF TRANSPORTATION
FINANCIAL ASSISTANCE PROGRAMS (WITH PART 26 APPENDIX A - GUIDANCE CONCERNING
GOOD FAITH EFFORTS)
APPENDIX D - TITLE VI ASSURANCES
APPENDIX E ~ CONSULTANT EVALUATION PROGRAM GUIDELINES
APPENDIX F — DBE CONSULTANT INTENDED PARTICIPATION AFFIDAVIT
APPENDIX G - DBE SUBCONSULTANT INTENDED PARTICIPATION AFFIDAVIT
APPENDIX H —- CONSULTANT CERTIFICATION OF GOOD FAITH EFFORTS
ATTACHMENTS
EXHIBIT A - SCOPE OF WORK
EXHIBIT B - CONSULTANT'S FEE SCHEDULE
De nl
Contract No. 2015-007

CONTRACT NO. 2015-007
ON-CALL FEDERAL AID CONSTRUCTION ADMINISTRATION SERVICES
Pursuant to the provisions of the Arizona Revised Statutes § 11-201 the Board of Supervisors has the
authority to enter into contracts.
The Maricopa County Department of Transportation, hereinafter called the “COUNTY”, is desirous of having
On Call Federal Aid Construction Administration services performed when requested by the Maricopa County
Department of Transportation through a specific Work Assignment for those services more fully described in
Exhibit A, General Scope of Work, and Exhibit B, Fee Schedule, attached; and Consultant Engineering,
Inc., hereinafter called “CONSULTANT”, with its principal offices located at 10625 North 25t Avenue,
Suite 200, Phoenix, Arizona 85029, Telephone Number: (602) 866-5090 is desirous of performing said
services;
THEREFORE, the parties hereto mutually agree as follows:
SECTION I—SERVICES OF THE CONSULTANT
The CONSULTANT, under the general supervision of the COUNTY Permitting, Construction & Inspections
Manager, shall perform On-Call Federal Aid Construction Administration Services as are necessary for the
Work Assignment and according to the directions and designated standards of the COUNTY, and in
accordance with Exhibit A, General Scope of Work. It is understood and agreed that the COUNTY’s
authorized representative shall be the Permitting, Construction & Inspections Manager or his/her duly
authorized representative, hereinafter called the “Agent”. For purposes of this contract, the Agent’s duly
authorized representative shall be the Construction Engineer 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 each work assignment.
SECTION II— WORK ASSIGNMENTS AND PERIOD OF SERVICE
Within the guidelines set forth in Exhibit A, General Scope of Work, a detailed scope of work will be
developed for each Work Assignment and incorporated herein by reference. A not-to-exceed fee will be
negotiated for each Work Assignment consistent with Exhibit B, Fee Schedule.
The CONSULTANT shail complete all work in accordance with the provisions of Exhibit A, General Scope of
Work and the detailed Scope of Work as negotiated for each specific Work Assignment. Performance for a
Work Assignment shall commence only upon receipt of the Agent's written notice to proceed.
Any work specified in a Work Assignment under this contract, which commenced prior to the expiration date
of this contract, shall be satisfactorily completed within the performance period of the contract. If an
extension of the Performance Period is granted as provided in Section VIII, the performance period of the
contract shall be automatically extended to allow for the satisfactory completion of such work.
Contract No. 2015-007 1

Contract performance will be for a period of three hundred sixty-five (365) calendar days from the Board
award date and may be renewed, if mutually agreed to by both the CONSULTANT and the COUNTY, for an
additional two (2) one-year periods or the expenditure of $2,000,000.00, whichever occurs first.
SECTION IIIL-PAYMENTS TO THE CONSULTANT
The Cost Plus Fixed Fee Not to Exceed (CPFF-NTE) compensation paid to the CONSULTANT for the work
performed shall not exceed the sum of TWO MILLION DOLLARS AND NO CENTS ($2,000,000.00) for
complete and satisfactory performance of work under this contract in accordance with the General Scope of
Work and the detailed Scope{s) of Work plus approved adjustments. The negotiated Unit Prices of Work
and Direct Expenses are in EXHIBIT B. At each renewal year(s) of the Contract, if new negotiated Unit
Prices of Work rates have been provided fo and approved by MCDOT Project Manager, a Contract
Modification shall be executed to revise the negotiated Unit Price of Work rates. The Contract Modification
execution date shall be the effective date for all redetermination of costs.
The COUNTY does not guarantee any minimum or maximum fee during the period of this contract, and
CONSULTANT, in accepting this contract, does not anticipate any minimum or maximum fee.
The COUNTY shall pay the CONSULTANT in full for each Work Assignment upon satisfactory completion
and acceptance by the COUNTY, provided the CONSULTANT returns the executed Certificate of
Performance furnished by the Agent. Should an assignment require more than thirty (30) days to complete,
the CONSULTANT may invoice progress payments based on COUNTY approved monthly progress reports
and subject to the limitations set forth in the Scope of Work negotiated for each Work Assignment. No
retention shall be withheld from the contract.
The CONSULTANT shall provide back-up documentation with each invoice progress payment. The back-up
documentation shall clearly indicate the hours worked, date, and employee’s name, including sub-
consultants. All backup documentation shall include copies of any sub-consultants or vendor invoices.
The Small Business Enterprise Participation Form is to be submitted with each pay application or invoice.
Any pay application or invoice without this form attached is subject to rejection as not being a completed pay
application or invoice pursuant to the terms of the contract.
A Certificate of Performance will be provided with each Work Assignment. Upon Completion of the specific
Work Assignment, the CONSULTANT will furnish to the COUNTY a completed Certificate of Performance —
Work Assignment and Payment of all Claims.
Upon completion of all Work Assignments under this contract, the CONSULTANT will furnish to the
COUNTY an executed Certificate of Performance (Attachment 2). The Certificate of Performance must be
notarized.
SECTION IV - PROMPT PAY LEGISLATION (A.R.S. §28-411)}
In accordance with the Arizona Prompt Payment Law (A.R.S. §28-411), MCDOT shall issue payments to
CONSULTANTs within 21 calendar days after receipt of complete and accurate payment request unless
2

proper objection is made under the statute. The law also requires the Consultant to pay their Subconsultants
within seven (7) calendar days after receiving payment from MCDOT, to the extent of each Subconsultant’s
contractual interest in the payment, subject fo provision of the statute.
Incomplete or incorrect payment requests shall be returned to the CONSULTANT within seven (7) calendar
days of receipt by MCDOT. The 21-calendar-day payment timeframe shall begin anew upon receipt of the
complete and corrected payment request.
If unsatisfactory progress has not been made on the project, MCDOT may, at its sole option, refuse to make
progress paymeni(s) of such sums, which MCDOT considers necessary. This provision shall not limit
MCDOT's rights to terminate the Contract for default.
The CONSULTANT shail 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 fo 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:
Level MCDOT CONSULTANT PROCUREMENT
1 Project Manager Project Manager Contracts Specialists
Administ ralive Services
Division Manager Project Principal
2 Division Manager
Project Manager Project Manager
Contracts Specialists
County Engineer
3 Division Manager Project Principal Chief Procurement Officer
Project Manager
3

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 Vil- THE COUNTY'S RESPONSIBILITIES
The COUNTY shall furnish the CONSULTANT, at no cost to the CONSULTANT, the following information or
services for each Work Assignment:
A. One copy of on-hand maps, records, survey ties, benchmarks, or other data pertinent to the Work
Assignment. 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
Work Assignment as identified by the CONSULTANT.
C. Available staff for consultation with the CONSULTANT during the performance of the work in order to
identify the problems, needs, and other functional aspects of the Work Assignment.
D, 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.
SECTION Vill - ALTERATION IN SCOPE OF WORK
This contract may be amended by mutual agreement of the COUNTY and the CONSULTANT.
Any alteration in the General Scope of Work and/or the detailed Scope(s) of Work that will result in a
substantial change in the nature of the Work Assignment 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 CONSULTANT has been notified to proceed by the Agent. It is distinctly
understood and agreed that no claim for extra work done or materials furnished by the CONSULTANT will be
4

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 and
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, and CONSULTANT hereby agrees that without such written authorization to make no
claim for compensation for such work or materials furnished.
SECTION IX - RECORDS RETENTION, MAINTENANCE 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, ADOT 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. CONSULTANT may also be disqualified from submitting future SOQ
ire
proposals.
d, Upon completion and final closeout of the Contract, physical/paper 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.
SECTION X - WORK ASSIGNMENT COMPLETION
if, during the course of this contract, situations beyond the control and not the result of delay attributable to
CONSULTANT arise which prevent completion of a work assignment within the allotted time, the Agent may
grant an extension of the Performance Period.
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 XIl - TERMINATION
The COUNTY may terminate this contract at any fime upon reimbursement to the CONSULTANT of
expenses that include reasonable charges for time and material for the percentage of work satisfactorily
completed and turned over to the COUNTY.
The COUNTY reserves the rights to postpone, terminate, or abandon this contract for the CONSULTANT’S
failure to complete any Work Assignment 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 fo 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 COUNTY
Transportation Director is received by all of the parties of 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
Il, 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.
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 subconsultants employ to complete any Work Assignment. 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.
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
. The CONSULTANT shail furnish to the COUNTY for approval, the names of its key employees, and of
its subconsultants and their key employees, to be used on the Work Assignment prior to beginning the
work under this contract. Any subsequent changes are subject to the written approval of the COUNTY.
. 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.
. The failure of either party to enforce any of the provisions of this contract or to 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.
. 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.
. The fact that the COUNTY has accepted or approved the CONSULTANT’S work shall in no way relieve
the CONSULTANT’S responsibility.
. [tis 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.
. 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
8

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. lt is 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, 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 shail 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. Il,
Erosion Control.
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 XVil - NO KICK-BACK CERTIFICATION
The CONSULTANT warrants that no person has been employed or retained to 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 fo deduct from the contract price or consideration, the full amount of such
commission, percentage, brokerage, or contingent fee.

SECTION XVII - ANTI-DISCRIMINATION PROVISION
The COUNTY will endeavor to ensure in every way possible that minority and women-owned 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.
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 shail 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 the contract or subcontract. “Other persons employed or used”
means a subconsultant 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 XXII - 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
10

represent itself as an agent of the COUNTY beyond the scope of this Contract unless expressly
authorized, in writing, by the COUNTY.
SECTION XXill - CONFLICTS OF INTEREST
A. 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.
wo 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 CONFLICTS 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 Subconsultants, except with the written
approval by the COUNTY.
The applicability of the above also applies to a Management and/or General Consultant or
any of its subsidiaries, affiliates, parent company or Subconsultants that were involved in any
aspect of the design phase.
The CONSULTANT shall not negotiate, contract, or make any agreement with the contractor,
subcontractor or any supplier with regard to any of the work under this Contract, or any services,
equipment or facilities to be used on this Contract.
SECTION XXV - ORGANIZATION EMPLOYMENT DISCLAIMER
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.
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 fotal 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
By signature on this Contract, the CONSULTANT certifies its compliance, and the compliance of its
Subconsuitants or subcontractors, present or future, by stating that any person associated
therewith in the capacity of owner, partner, director, officer, principal investor, project director,
manager, auditor, or any position of authority involving federal funds:
1. Is not currently under suspension, debarment, voluntary exclusion, or determination of
ineligibility by any Federal Agency;
2. Does not have a proposed debarment pending;
il

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.
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 Subconsultants for work to be
completed under this Contract. The executed Contract shall include Subconsultant’s Scope of Work
and all the terms and conditions set forth in this Contract.
The CONSULTANT shall provide electronic copies of signed subcontract agreements with all
Subconsultants to ADOT Business Engagement Compliance Office (BECO) by uploading them to the
BECO's online DBE Contract & Labor Compliance Management System (DBE System) at
https://adot.dbesystem.com. Subcontract agreements shall include all required assurances and
required clauses as outlined in this Contract. Each agreement and required attachment shall be dated
and signed by the Subconsultant in order for the subcontract to be considered valid.
The CONSULTANT shall be in breach of this Contract if the 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.
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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:
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.
ii. 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
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.
lf a Subconsultant listed in the Contract changes its name due fo 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:
13

1. A letter, on company letterhead, indicating the new Subconsultant(s) name and reason for the
change. The letter shail also include:
: I. Effective date of the change
i 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.
A statement certifying that the new/acquiring Subconsultant shall continue to provide
quality work under the Contract
. 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.
2. A copy of the new/acquiring Subconsultant's ACC or home-state equivalent Corporation
Commission approval documentation related to the change.
SECTION XXX - 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.
SECTION XXXI - FINAL/INCURRED COST AUDIT
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.
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}.
Upon receipt of an ICA draft report, the CONSULTANT has 714 calendar days to
respond fo 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
14

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, The appeal process for all Audit issues shall remain with MCDOT. The following table depicts
the escalation levels for Audit issues:
Level MCDOT CONSULTANT PROCUREMENT
1 Project Manager Project Manager Contracts Specialists
; oe Administrative Services
Divisi ivision Manager Project Principal a
2 Division Manager
Project Manager Project Manager
Contracts Specialists
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 XXXII - REVIEWS AND INSPECTIONS
Representatives from the COUNTY, ADOT and FHWA are authorized to review and inspect the
Contract activities and facilities during the CONSULTANT’s and its Subconsultants normal business
hours.
SECTION XXXIll - 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 XXXIV - 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 to 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.
15

Comply with Executive Order 2009-09, Prohibition
5	1	1	1	1	7	1516	351	35	39	96.786102	of
5	1	1	1	1	8	1571	351	252	38	96.090294	Discrimination
5	1	1	1	1	9	1843	351	28	38	96.889648	in
5	1	1	1	1	10	1896	351	225	48	96.756416	Employment
5	1	1	1	1	11	2141	352	42	49	97.013298	by
4	1	1	1	2	0	553	408	1630	50	-1	
5	1	1	1	2	1	553	409	223	37	96.859200	Government
5	1	1	1	2	2	790	409	200	37	96.837585	contractors
5	1	1	1	2	3	1008	408	63	38	96.440468	and
5	1	1	1	2	4	1092	408	297	45	92.890617	Subcontractors,
which is hereby included in its entirety by
reference and considered a part of this Contract.
Comply with the provisions of Executive Order 11246, entitled “Equal Employment
Opportunity," as amended by Executive Order 11375, and as supplemented in
Department of Labor Regulations (41 CFR Part 60). Said provisions are made applicable
by reference and are hereinafter considered a part of this Contract.
Post in conspicuous places available to employees and applicants for employment, the
following notice:
“It is the policy of this company not to discriminate against any employee, or
applicant for employment, because of race, color, religion, creed, national origin,
sex, age, handicapped, or disabled veterans and Vietnam era veterans. Such
actions shall include, but are not limited to: employment, upgrading, demotion,
transfer, recruitment, or recruitment advertising; laying-off or termination; rates
of pay or other compensation; and selection for training, and on-the-job training.
Also, it is the policy to insure and maintain a working environment free of
harassment, intimidation and coercion.”
Comply with the Regulations relative to nondiscrimination in Federally-assisted programs
of the U.S. Department of Transportation (hereinafter DOT), 49 CFR Part 21, as they may be
amended from time to time, (hereinafter referred to as the Regulations), which are herein
incorporated by reference and made a part of this Contract.
Comply with Appendix A and E of the Maricopa County Department of Transportation “Title
Vi/Non-Discrimination Assurances” as found in Exhibit D of this Contract.
Not discriminate on the grounds of race, color, sex, or national origin in the selection
and retention of Subconsultants, including procurement of materials and leases of
equipment. The CONSULTANT shall not participate either directly or indirectly in
the discrimination prohibited by Section 21.5 of the Regulations, including
employment practices.
In all solicitations either by competitive bidding or negotiations made by the
CONSULTANT for work to be performed under a subcontract, including procurement of
materials or leases of equipment, notify each potential Subconsultant or supplier of the
CONSULTANT’s obligations under this Contract and the Regulations relative to
nondiscrimination on the ground of race, color, or national origin.
Provide all information and reports required by the Regulations or directives issued
pursuant thereto, and shall permit access to its books, records, accounts, other sources
of information and its facilities as may be determined by the State to be pertinent to
ascertain compliance with such Regulations, orders and instructions. Where any
16