CONSULTANT ENGINEERING CONTRACT 2013-013.PDF

ON-CALL CONSTRUCTION ADMINISTRATION SERVICES
(With Federal Option)
BETWEEN
MARICOPA COUNTY DEPARTMENT OF TRANSPORTATION
AND
CONSULTANT ENGINEERING, INC.
CONTRACT NO. 2013-013
Agenda No. C-64-

ON CALL CONSTRUCTION ADMINISTRATION SERVICES
CONTRACT NO. 2013-013
TABLE OF CONTENTS
SECTION | SERVICES OF CONSULTANT.
...............::::sssseeccessssseseeseeseeesecseteeens
SECTION Il WORK ASSIGNMENTS AND PERIOD OF SERVICE............... cesses
SECTION Ill PAYMENTS TO THE CONSULTANT.......0.......:cessceccsecseceecestesecsensees
SECTION IV THE COUNTY’S RESPONSIBILITIES. ..............ccccccsssessesseesesee eoeeeeeeess
SECTION V ALTERATION IN SCOPE OF WORK.............::cc:ccsssssessssesseseeets coereeses
SECTION VI RECORDS. ...0........ ec ccccsssssesesseceeseeseecesaeseeessesseceeseeceesseeneeae eeeeeaeeas
SECTION XVI INSURANCE REQUIREMENTG................:ceccsseeeeecereeseeeeneeeseeeeeeeees
SECTION XVII INFLUENCE... ooo... eee eee cceceececeteeeceeeeeeeneeeenseeeseeeneae ceeeaees
Contract No. 2013-013 Page 2 of 22

SECTION XVIII ANTI-LOBBYING . .....cessssssssssssscssssssesssssecesssessssesssssesssseessssesesssscessnsnesssssenssnsess 14
SECTION XIX NONDISCRIMINATION .........-cossssssssseccssnsesssseesssssesssssessuseessssesessseenssssesenanseseasaes 15
SECTION XX AFFIRMATIVE ACTION. ....ssssscsssssssssssssssssesssseessssteecsstessssessssessssneesssassenrssuneeenses 16
SECTION XXI PARTICIPATION BY DISADVANTAGED BUSINESS ENTERPRISES - COMPLIANCE AND
REPORTING u..sssssssssssssssssscconsssscsssnscsstsssssessseesessssesnenessseessseesaeesanersseeanensaneesssensssversasessanesseneess 17
SECTION XXII ENVIRONMENTAL PROTECTION ......csssscssssssssssssesssessssssssseessseessssenssssesssessass 20
SECTION XXII] ENERGY CONSERVATION .u.....ssscsssssssssssssssssssessescsnssseesseesstessvesssseceseesseesseese 21
SECTION XXIV CONFLICT OF INTEREST .........ssscssssssssssessssssssesssecseessssssssssseseessssecssensenensaee 21
SECTION XXV CONSULTANT/CONTRACTOR CONFLICT OF INTEREST........s:ssssscssesssssene 21
SIGNATURE PAGE ........sssssssscssssssesssssssssnssssnersnsecnssssssersutensecssseasecsnsssnessseeseesenessaceessesssseenseenseees 22
ATTACHMENTS
EXHIBIT A- SCOPE OF WORK
EXHIBIT B - CONSULTANT’S FEE SCHEDULE
Contract No. 2013-013 Page 3 of 22

CONTRACT NO. 2013-013
ON-CALL 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 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
25th Avenue, Suite 200, Phoenix, Arizona 85029, (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 and its Subconsultants, under the general supervision of the COUNTY Project
Management Division Manager, shall perform On-Call 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 Project Management Division 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 Branch 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 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 and Subconsultants shall 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 Vil, the performance period of the
Contract shall be automatically extended to allow for the satisfactory completion of such work.
Contract No. 2013-013 Page 4 of 22

Contract performance will be for a period of seven hundred thirty (730) 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 one (1) year period or the expenditure of $2,000,000.00, whichever occurs first.
SECTION IIlI—PAYMENTS TO THE CONSULTANT
The CONSULTANT shall be paid a fee not-to-exceed 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. Payments will be made for the actual hours
worked and/or other costs incurred or provided for in accordance with Exhibit B, Fee Schedule.
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 and Subconsultants 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.
The final invoice shall be paid to the CONSULTANT for each Work Assignment, as applicable, within forty-
five (45) calendar days after:
A. final completion of all work per Exhibit A, General Scope of Work and the detailed Scope of
Work,
B. acceptance of the work by the COUNTY,
C. the COUNTY’s receipt of the “Certificate of Performance” form furnished by the Agent,
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.
Contract No. 2013-013 Page 5 of 22

SECTION IV—THE COUNTY’S RESPONSIBILITIES
The COUNTY shall furnish the CONSULTANT and Subconsultants, at no cost to the CONSULTANT and
Subconsultants, the following information or services for each Work Assignment:
A. One copy of on-hand maps, records, survey ties, benchmarks,plans, specifications or other data
pertinent to the Work Assignment. This does not, however, relieve the CONSULTANT and
Subconsultants 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 and Subconsultants.
C. Available staff for consultation with the CONSULTANT and Subconsultants 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 Subconsultants and rendering
of decisions pertaining thereto in order to avoid unreasonable delay in the progress of the work by the
CONSULTANT and Subconsultants. The COUNTY will keep the CONSULTANT and Subconsultants
advised concerning the progress of the COUNTY’s review of work.
SECTION V—ALTERATION IN SCOPE OF WORK
This contract may be amended by mutual agreement of the COUNTY and the CONSULTANT and its
Subconsultants.
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 and Subconsultants will be allowed by the COUNTY except as provided herein, nor shall
the CONSULTANT and Subconsultants do any work or fumish 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 and
Subconsultants without such written authorization first being given shall be at CONSULTANT and
Subconsultants’s own risk, cost, and expense, and CONSULTANT and Subconsultants hereby agrees that
without such written authorization to make no claim for compensation for such work or materials furnished.
SECTION VI—RECORDS
Records of the CONSULTANT and its Subconsultants’ expenses pertaining to this contract and records of
accounts between the COUNTY and the CONSULTANT and its Subconsultants shall be kept on a
Contract No. 2013-013 Page 6 of 22

generally recognized accounting basis and shall be available upon request to the COUNTY or its
authorized representative for audit during normal business hours.
The CONSULTANT and Subconsultants shall maintain procurement records for a period of three (3) years
after the completion of the contract per ARS 35-214 unless applicable Federal regulations require a longer
period of retention.
If any litigation, claim, negotiation, audit or other action involving the records has been started before the
expiration of the 3-year period, the records must be retained until completion of the action and resolution of
all issues which arise from it, or until the end of the regular 3-year period, whichever is later.
SECTION VII—WORK ASSIGNMENT COMPLETION
lf, during the course of this Contract, situations beyond the control and not the result of delay attributable to
CONSULTANT and Subconsultants arise which prevent completion of a work assignment within the
allotted time, the Agent may grant an extension of the Performance Period.
SECTION VIII—TERMINATION
The COUNTY may terminate this contract at any time upon reimbursement to the CONSULTANT and
Subconsultants 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
and Subconsultants’ 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 and Subconsultants 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 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 I!l, PAYMENTS TO THE CONSULTANT.
SECTION IX—OWNERSHIP OF DOCUMENTS
A. All original documents including, but not limited to studies, reports, tracings, drawings, physical and
computer models, estimates, field notes, investigations, design analysis, calculations, computer
Contract No. 2013-013 Page 7 of 22

software, and specifications, prepared in the performance of this contract are to be and remain the
property of the COUNTY and are to be delivered to the Agent before final payment is made to the
CONSULTANT. The COUNTY will not reuse, alter or modify these documents without noting such
modifications, alterations, or intent of their reuse, and will hold the CONSULTANT and Subconsultants
harmless from any claims arising from such reuse, modifications, or alterations of the documents. The
CONSULTANT and Subconsultants may retain reproducible copies of all such documents delivered to
the COUNTY.
B. If the CONSULTANT retains reproducible copies of all such documents delivered to the COUNTY, the
CONSULTANT and Subconsultants may not use those documents in regard to current or future claims
or litigation against the COUNTY brought by another party or parties unless the documents are
independently produced in accordance with a court order or procedural rules and notice of such
production is given to the COUNTY immediately and prior to their production.
C. Copies retained by the CONSULTANT and Subconsultants, or any related entities are governed by
Arizona Law regarding the use of public records and may not be used for commercial purpose without
additional written permission from the COUNTY and the payment of all applicable fees.
D. The COUNTY reserves the right to reuse the documents as it sees fit.
SECTION X—COMPLIANCE WITH LAWS
The CONSULTANT and Subconsultants are 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 I-9 requirements of the Immigration Reform and Control Act of 1986 for all personnel that
the CONSULTANT and 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 and Subconsultants warrants that it is in compliance with A.R.S. §41-4401 and further
acknowledges:
(1) That the CONSULTANT and Subconsultants 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 and Subconsultants who work on the contract to ensure that the CONSULTANT
or Subconsultants are complying with the warranty provided under subsection 1 above and that
the CONSULTANT and Subconsultants agrees to make all papers and employment records of
said employee(s) available during normal working hours in order to facilitate such an inspection.
Contract No. 2013-013 Page 8 of 22

(4) | That nothing herein shall make any CONSULTANT or Subconsultants 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; 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)
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.
(e) Does not have a proposed debarment pending
(2) Should the CONSULTANT not be able to provide this certification, an explanation as to why should
be attached to the Contact. The certification or explanation shall be considered in connection with
the County’s determination whether to enter into a Contract.
(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 XI—GENERAL CONSIDERATIONS
A. The CONSULTANT and Subconsultants shall furnish to the COUNTY for approval, the names of its
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.
Contract No. 2013-013 Page 9 of 22

. 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 Subconsultants, 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 and Subconsultants’ work
shall in no way relieve the CONSULTANT’S and Subconsultants’s responsibility.
It is 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 or Subconsultants 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.
. 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.
It 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 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.
. 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
Contract No. 2013-013 Page 10 of 22

Maricopa County Drainage Regulations, using guidance from the Maricopa County Drainage Design
Manual, Vol. Ill, Erosion Control.
L. FHWA has the right to review and inspect the CONTRACT activities and facilities during the
CONSULTANT and Subconsultants normal business hours.
M. CONSULTANT and Subconsultants shall have posted in their workplace and field office all federal aid
required bulletin board postings.
SECTION XII—SUCCESSORS AND ASSIGNS
This contract shall not be assigned by either party without prior written approval of the other except that the
CONSULTANT and Subconsultants 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 Subconsultants; and it shall extend to and be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.
SECTION XIlI—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 to deduct from the contract price or consideration, the full amount of such
commission, percentage, brokerage, or contingent fee.
SECTION XIV—ANTI-DISCRIMINATION PROVISION
The COUNTY, in accordance with 49 CFR Part 26, 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 and Subconsultants 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. 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.
SECTION XV—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
Contract No. 2013-013 Page 11 of 22

Claims, damages, losses and expenses, including, but not limited to, attorney fees, court costs, expert
witness fees, and the cost of appellate proceedings, relating to, arising out of, or alleged to have resulted
from the negligent acts, errors, omissions or mistakes relating to the performance of this Contract.
CONSULTANT and Subconsultants’ duty to defend, indemnify and hold harmless COUNTY, its agents,
representatives, officers, directors, officials, and employees shall arise in connection with any claim,
damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or injury to,
impairment, or destruction of property, including loss of use resulting there from, caused by any negligent
acts, errors, omissions or mistakes in the performance of this Contract including any person for whose acts,
errors, omissions or mistakes CONSULTANT or Subconsultants may be legally liable.
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 XVI - INSURANCE REQUIREMENTS
CONSULTANT and Subconsultants, at their own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and
possessing a current A.M. Best, Inc. rating of A7. In lieu of State of Arizona licensing, the stipulated
insurance may be purchased from a company or companies, which are authorized to do business in the
State of Arizona, provided that said insurance companies meet the approval of COUNTY. The form of any
insurance policies and forms must be acceptable to COUNTY.
All insurance required herein shall be maintained in full force and effect until all work or service required to
be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to
do so may, at the sole discretion of COUNTY, constitute a material breach of this Contract.
CONSULTANT’S insurance shall be primary insurance as respects COUNTY, and any insurance or self-
insurance maintained by COUNTY shall not contribute to it.
Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an
insurance policy warranty shall not affect the COUNTY’S right to coverage afforded under the insurance
policies.
The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such
deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to
COUNTY under such policies. CONSULTANT shall be solely responsible for the deductible and/or self-
insured retention and COUNTY, at its option, may require CONSULTANT to secure payment of such
deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit.
COUNTY reserves the right to request and to receive, within 10 working days, certified copies of any or all
of the herein required insurance policies and/or endorsements. COUNTY shall not be obligated, however,
to review such policies and/or endorsements or to advise CONSULTANT of any deficiencies in such
policies and endorsements, and such receipt shall not relieve CONSULTANT from, or be deemed a waiver
of COUNTY’S right to insist on strict fulfillment of CONSULTANT’S obligations under this Contract.
Contract No. 2013-013 Page 12 of 22

The insurance policies required by this Contract, except Workers’ Compensation, and Errors and
Omissions, shall name COUNTY, its agents, representatives, officers, directors, officials and employees as
Additional Insureds.
The policies required hereunder, except Workers’ Compensation, and Errors and Omissions, shall contain
a waiver of transfer of rights of recovery (subrogation) against COUNTY, its agents, representatives,
Officers, directors, officials and employees for any claims arising out of CONSULTANT’S work or service.
CONSULTANT is required to procure and maintain the following coverages indicated by a checkmark:
tf 1. Commercial General Liability. Commercial General Liability insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence,
$4,000,000 Products/Completed Operations Aggregate, $4,000,000 General Aggregate Limit and
$2,000,000 Personal and Advertising Injury. The policy shall include coverage for bodily injury,
broad form property damage, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provision which would serve to limit third party
action over claims. There shall be no endorsement or modification of the CGL limiting the scope of
coverage for liability arising from explosion, collapse, or underground property damage.
w 2. Automobile Liability. Commercial/Business Automobile Liability insurance and, if
unnecessary, Commercial Umbrella insurance with a combined single limit for bodily injury and
property damage of not less than $2,000,000 each occurrence with respect to any of the
CONSULTANT’S owned, hired, and non-owned vehicles assigned to or used in performance of
the CONSULTANT’S work or services under this Contract.
4 3. Workers’ Compensation. Workers’ Compensation insurance to cover obligations
imposed by federal and state statutes having jurisdiction of CONSULTANT’S employees engaged
in the performance of the work or services under this Contract; and Employer's Liability insurance
of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.
CONSULTANT waives all rights against COUNTY and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered by the Workers’
Compensation and Employer's Liability or commercial umbrella liability insurance obtained by
CONSULTANT pursuant to this agreement.
re] 4, Errors and Omissions Insurance. Errors and Omissions insurance and, _ if
necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or
omissions of the CONSULTANT, with limits of no less than $2,000,000 for each claim.
CERTIFICATES OF INSURANCE
Prior to commencing work or services under this Contract, CONSULTANT shall furnish COUNTY with
Certificates of Insurance in a form acceptable to COUNTY, or formal endorsements as required by the
Contract in the form provided by the COUNTY, issued by CONSULTANT’S insurer(s), as evidence that
policies providing the required coverages, conditions and limits required by this Contract are in full force
and effect. Such certificates shall identify this contract number and title.
Contract No. 2013-013 Page 13 of 22

In the event any insurance policy (ies) required by this contract is (are) written on a “claims made” basis,
coverage shall extend for three years past completion and acceptance of CONSULTANT’S work or
services and as evidenced by annual Certificates of Insurance.
If a policy does expire during the life of the Contract, a renewal certificate must be sent to COUNTY fifteen
(15) days prior to the expiration date.
CANCELLATION AND EXPIRATION NOTICE
With the exception of the 10-day notice of cancellation for nonpayment of premium, insurance required
herein shall not expire, be canceled, or materially changed without thirty (30) days prior written notice to
COUNTY.
SECTION XVII — INFLUENCE
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an employee
or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct, may be grounds
for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
1. A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or
educational passes or tickets, or any type valuable contribution or subsidy,;
2. That is offered or given with the intent to influence a decision, obtain a contract, garner favorable
treatment, or gain favorable consideration of any kind.
lf a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement
Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County
Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.
SECTION XVIII—ANTI-LOBBYING
CONSULTANT and Subconsultants 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.
Contract No. 2013-013 Page 14 of 22

SECTION XIX - NONDISCRIMINATION
1. During the performance of this CONTRACT, the CONSULTANT and 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 and Subconsultants 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 COUNTY deems appropriate.
b) Comply with Executive Order 2009-09, “Prohibition of Discrimination in Employment by Government
contractors and Subcontractors,” which is here included in its entirety by reference and considered
part of this CONTRACT. (http://www.azgovernor.gov/dms/upload/EO_2009_09.pdf)
c) 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.
d) 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."
e) 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.
f} Not discriminate on the grounds of race, color, sex, or national origin in the selection and retention
of Sub-consultants, including procurement of materials and leases of equipment. The
CONSULTANT and Subconsultants shall not participate either directly or indirectly in the
discrimination prohibited by Section 21.5 of the Regulations, including employment practices.
g) 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 Sub-consultant 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.
Contract No. 2013-013 Page 15 of 22

h) 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 COUNTY to be pertinent to ascertain compliance with
such Regulations, orders and instructions. Where any information required of a CONSULTANT and
Subconsultants are in the exclusive possession of another who fails or refuses to furnish this
information, the CONSULTANT and Subconsulitants shall so certify to the COUNTY as appropriate,
and shall set forth what efforts it has made to obtain the information.
2. In the event of the CONSULTANT or its Subconsultants’ noncompliance with the nondiscrimination
provisions of this CONTRACT, the COUNTY shall impose such CONTRACT sanctions as the
COUNTY or FHWA may determine to be appropriate, including but not limited to:
a) Withholding of payments to the CONSULTANT under the CONTRACT until the CONSULTANT
or Subconsultants complies, and/or;
b) Cancellation, termination, or suspension of the CONTRACT, in whole or in part.
3. The CONSULTANT shall include the provisions of paragraph 1.a. through 1.h. in every subcontract
with Sub-consultants, DBE and NON-DBE, including procurement of materials and leases of
equipment, unless exempt by the Regulations or directives issued pursuant thereto.
The CONSULTANT shall take such action with respect to any Sub-consultants or procurement as the
COUNTY or the Federal Aviation Administration (FAA), FHWA and the Federal Transit Administration
(FTA) may direct as a means of enforcing such provisions including sanctions for noncompliance.
Provided, however, that in the event the CONSULTANT becomes involved in or is threatened with litigation
with a Sub-consultant or supplier as a result of such direction, the CONSULTANT may request the
COUNTY to enter into litigation to protect the interests of the COUNTY, and in addition, the CONSULTANT
may request the United States to enter into such litigation to protect the interests of the United States.
SECTION XX—AFFIRMATIVE ACTION
CONSULTANT and Subconsultants shall take the following affirmative action measures when securing
supplies, equipment or services under the terms of this Contract:
A. Include qualified firms owned by socially and economically disadvantaged individuals on solicitation
lists,
B. Assure that firms owned by socially and economically disadvantaged individuals are solicited whenever
they are potential sources.
C. When economically feasible, divide total requirements into smaller tasks or quantities so as to permit
maximum participation by firms owned by socially and economically disadvantaged individuals.
D. If requirement permits, establish delivery schedules which will encourage participation by firms owned by
socially and economically disadvantaged individuals.
A. Use the services and assistance of ADOT DBE Supportive Services Program, the Small Business
Administration, the Office of Minority Business Enterprise of the Department of Commerce and the
Community Services Administration as needed.
Contract No. 2013-013 Page 16 of 22

SECTION XXI - PARTICIPATION BY DISADVANTAGED BUSINESS ENTERPRISES — COMPLIANCE
AND REPORTING
1. The COUNTY has established a Disadvantaged Business Enterprise (DBE) program in accordance
with the regulations of the U.S. Department of Transportation (USDOT), 49 CFR Part 26. The
COUNTY has received federal financial assistance from the USDOT and as a condition of receiving
this assistance, the COUNTY has signed an assurance that it shall comply with 49 CFR Part 26.
It is the COUNTY’s policy to ensure that DBEs, as defined in 49 CFR Part 26, have an equal
opportunity to receive and participate in federally-funded contracts. It is also the COUNTY’s policy
to:
a. Ensure nondiscrimination in the award and administration of federally-funded contracts.
b. Create a level playing field on which DBEs can compete fairly for federally-funded
contracts;
C. Ensure that the DBE program is narrowly tailored in accordance with applicable law;
d. Ensure that only firms that fully meet 49 CFR Part 26 eligibility requirements are counted
as DBEs;
e. Help remove barriers to the participation of DBEs in federally-funded contracts; and
f. Assist in the development of firms that can compete successfully in the marketplace.
Federal regulations require a recipient of federal highway funding to implement an approved DBE
Program that consists of establishing a statewide DBE utilization goal that uses race-neutral means to
the maximum feasible extent to achieve the goal. Where race-neutral measures prove inadequate to
achieve the goal, the COUNTY is required to use race-conscious measures, such as a DBE
participation goal for individual contracts.
The COUNTY has established an overall annual goal for DBE participation on Federal-aid contracts.
The COUNTY intends to meet the goal with a combination of race-conscious efforts and race-neutral
efforts. Race-conscious participation occurs where the CONSULTANT and Subconsultants uses a
percentage of DBEs to meet a contract-specified goal. Race-neutral efforts are those that are, or can
be, used to assist all small businesses or increase opportunities for all small businesses.
The CONSULTANT is required to adhere to the commitment made to utilize certified Disadvantaged
Business Enterprises (DBE) as indicated in the firm’s Statement of Qualifications (SOQ) or
subsequently agreed to by the COUNTY during negotiations. The COUNTY, at its discretion on a case
by case basis, may waive the above limitations.
2. DBE GOAL/COMMITMENT AND DOCUMENTATION:
a. A DBE Goal of 5.0% HAS BEEN ESTABLISHED ON THIS CONTRACT. THE CONSULTANT
and Subconsultants IS ENCOURAGED TO OBTAIN DBE PARTICIPATION ABOVE AND
BEYOND THE GOAL ON THIS PROJECT.
b. The CONSULTANT and Subconsultants are required to adhere to the commitment made to
utilize certified Disadvantaged Business Enterprises (DBE) as indicated in the firm's Statement
of Qualifications (SOQ) or the CONSULTANT and Subconsultant DBE Affidavits submitted with
each approved Work Assignment, or subsequently agreed to by the COUNTY during
Contract No. 2013-013 Page 17 of 22

negotiations. The COUNTY, at its discretion on a case by case basis, may waive the above
limitations.
c. With each new Work Assignment request, the CONSULTANT is required to submit the
following documents certifying that:
1. The firm will meet or exceed the established contract DBE goal for the Work
Assignment by providing:
A notarized DBE Consultant Intended Participation Affidavit, if the CONSULTANT is
a DBE firm.
OR
A notarized DBE Consultant Intended Participation Affidavit and_a completed DBE
Subconsultant Intended Participation Affidavit for each DBE Subconsultant working
on each Work Assignment.
OR
The firm has made good faith efforts (GFEs) to meet the DBE goal for the Work
Assignment but did not succeed in achieving the DBE goal. The CONSULTANT
shall document the good faith efforts on the Consultant Certification of Good Faith
Efforts form (shall be notarized). This form shall be submitted with the Cost Proposal
for each Work Assignment in which the firm is unable to meet the contract's DBE
goal.
WORK ASSIGNMENTS WILL NOT BE EXECUTED IF ONE OF THE ABOVE CONDITIONS ARE
NOT MET AND/OR THE FIRM FAILS TO SUBMIT THE REQUIRED DBE PARTICIPATION
FORMS FOR EACH WORK ASSIGNMENT COST PROPOSAL.
2. The COUNTY shall make the determination whether the CONSULTANT has made a
satisfactory good faith effort to secure certified DBEs to meet the contract goal in
accordance with 49 CFR Part 26. If the COUNTY determines that the CONSULTANT
has not met the DBE goal or has not made an adequate good faith effort to meet the
DBE goal on a given Work Assignment, the COUNTY shall terminate the Work
Assignment negotiations with the firm. If the CONSULTANT wishes to dispute the
Good Faith Effort determination, the CONSULTANT may escalate the decision
according to the levels outlined in the Maricopa County Procurement Code, Section
MC1-905. The COUNTY will be represented at each escalation level with the goal of
resolving the matter at the lowest possible level.
3. COMPLIANCE:
a. This CONTRACT is subject to DBE compliance tracking. The CONSULTANT, Tier-Sub-
consultants and Vendors are required to provide any requested DBE CONTRACT compliance-
related data in hard copy or electronically as determined by the COUNTY including written
agreements between the CONSULTANT and its Subconsultant DBEs. The CONSULTANT
must report the amount earned by and paid to each DBE and Non-DBE Sub-consultants
working on the project for the preceding month on each monthly Progress Payment Report.
The CONSULTANT is responsible for ensuring that the CONSULTANT and lower-tier Sub-
Contract No. 2013-013 Page 18 of 22

consultants have completed ail requested items and that their contact information is accurate
and up-to-date.
b. The CONSULTANT’s achievement of the DBE goal is measured by actual payments made to
the DBEs. At the completion of the project, the CONSULTANT shall complete and submit a
“Certification of Payments to DBE Firms’ affidavit for each DBE firm working on the project.
This affidavit shall be signed by the CONSULTANT and the relevant DBE Sub-consultant and
submitted to the COUNTY and BECO (ADOT Business Engagement and Compliance Office).
4. REPORTING AND SANCTION:
a. The COUNTY is required to collect DBE participation data on all federal aid projects, whether or
not there is a stated DBE goal/commitment on this contract. Therefore, the CONSULTANT and
Subconsultants shall report the monthly payments made to all DBE, Non-DBE Sub-consultants
and Direct Expense Vendors, including all Tier-Sub-consultants, for labor, equipment, and
materials. If the CONSULTANT and Subconsultants do not provide all required DBE usage
and payment information with the monthly Progress Payment Reports (PRs) submittals for the
preceding month, the COUNTY shall deduct $1,000 for each delinquent report, whether from
the CONSULTANT or any of its Subconsultants, from the progress payment for the current
month, not as a penaity but as liquidated damages. If by the following month, the required DBE
payment information for the previous month has still not been provided, the COUNTY shall
deduct an additional $1,000 foe reach delinquent report. Such deductions shall continue for
each subsequent month that the CONSULTANT or its Subconsultants fail to provide the
required payment information.
b. DBEs shall confirm the payments received from the CONSULTANT through BECO’s DBE
Contract & Labor Compliance Management System.
c. After execution of the contract and before the first Payment Report/Invoice is submitted to the
COUNTY, the CONSULTANT is required to log into the BECO (ADOT Business Engagement
and Compliance Office) online DBE Contract & Labor Compliance Management System
(http:/www.azdot.gov/Inside_ ADOT/BECO/index.asp) and enter the name, contact information,
and subcontract amounts for all Sub-consultants and Direct Expense vendors performing any
work on the project to help the COUNTY track payments to DBEs and all Sub-consultants on
the project and to confirm that the scopes of services and commitments made via the DBE
Intended Participation Affidavits are being met.
d. All DBE and non-DBE subcontracting activities and payments must be reported by the
CONSULTANT. All DBE subcontracting activities will be counted toward DBE participation.
This includes lower-tiers subcontracting activities regardless of whether or not the DBE is under
contract with another DBE.
5. At the completion of the contract, the CONSULTANT must submit a Certificate of Payment Affidavit
certifying that all DBEs were paid in full for material and/or work promised and performed under the
terms of the contract.
6. DBE SUBSTITUTION OR REPLACEMENT
a. The CONSULTANT must not terminate a DBE Sub-consultant listed in the SOQ or the Prime or
Sub-consultant DBE Affidavit submitted with each approved Work Assignment without the prior
written consent of the COUNTY.
Contract No. 2013-013 Page 19 of 22

b. If a Sub-consultant is terminated, or fails to complete its work on the contract for any reason,
the CONSULTANT must make a good faith effort to find another DBE to perform at the least
the same amount of work under the contract as the DBE that was terminated, to the extent
needed to meet the DBE commitment percentage established in the contract.
7, The COUNTY, at its sole discretion, may terminate the contract at any time if the COUNTY
determines that the CONSULTANT is not satisfactorily meeting the DBE goals/commitment stated
in the contract or is not making satisfactory good faith efforts to meet the goal.
COUNTING DBE PARTICIPATION
In counting participation of DBE’s, the Department shall apply the rules in 49 CFR 26.55 as a
supplement herein. The firm must count only the value of the work actually performed by the DBE
toward DBE goals. No credit shall be allowed for shipping, manufacturing or supply.
1. Contracts created to artificially create DBE participation are not acceptable; the arrangement must
be within normal industry practices. The DBE must perform a commercially useful function.
Count the entire amount of that portion of a contract (or other contract not covered by paragraph 2
of this section) that is performed by the DBE’s own forces. Firms should include the cost of
supplies and materials obtained by the DBE for the work on the contract, including supplies
purchased or equipment leased by the DBE (except supplies and equipment the DBE Sub-
consultant purchases or leases from the CONSULTANT or its affiliate).
Count the entire amount of fees or commissions charged by a DBE firm for providing a bona fide
service, such as professional, technical, consultant, or managerial services, or for providing bonds
or insurance specially required for the performance of a DOT-assisted contract, toward DBE goals,
provided the fee is determined to be reasonable and not excessive as compared with the fees
customarily allowed for similar services.
When a DBE subcontracts part of the work of its contract to another firm, the value of the
subcontracted work may be counted toward DBE goals only if the sub-tier Sub-consultant is itself a
DBE. Work that a SBE subcontracts to a non-DBE does not count toward DBE goals.
It is presumed that the DBE is not performing a commercially useful function if (a) a DBE does not
perform or exercise responsibility for a least 30 percent of the total cost its contract with its own
work force or, (b) the DBE subcontracts a greater portion of the work of a contract than would be
expected on the basis of normal industry practice for the type of work involved.
SECTION XXII—ENVIRONMENTAL PROTECTION
(This clause is applicable if this contract exceeds $100,000. It applies to Federal-aid contracts only).
CONSULTANT and Subconsultants are required to comply with all applicable standards, orders or
requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h), Section 508 of the Clean
Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40
CFR Part 15) which prohibit the use under non-exempt Federal contracts, grants or loans of facilities included
on the EPA list of Violating Facilities. Violations shall be reported to the Federal Highway Administration and to
the U.S.E.P.A. Assistant Administrator for Enforcement (EN-329).
Contract No. 2013-013 Page 20 of 22