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OFFER AND ACCEPTANCE
Solicitation No: BPM007074
Available online at
https://app.az.gov
Page 1 of 1
Rev. 08/2025
OFFER
TO THE STATE OF ARIZONA:
The undersigned hereby offers and agrees to perform in compliance with all terms, conditions, specifications and
amendments of this solicitation and any written exceptions in the Offer. Signature also acknowledges receipt of all pages
indicated in the Table of Contents.
Offeror (Company) Name
Signature of Person Authorized to Sign Offer
Date
Address
Printed Name and Title
City, State, Zip
Title
Email Address
Contact Name and Title
☐By checking this box, Offeror is certifying that it is
exempt from the requirements regarding the forced
labor of ethnic Uyghurs and boycott of Israel because of
one of the following: Contractor is a Sole proprietorship,
has fewer than ten (10) employees; or is a non-profit
organization.
Contact Email Address
Contact Phone Number
CERTIFICATION: By signature in the above, Offeror certifies that it:
1. Will not discriminate against any employee or applicant for employment in violation of any Federal anti-discrimination laws, rules,
regulations or executive orders, [Arizona] State Executive Orders 2023-09, 2023-01, 2009-09 or A.R.S. §§ 41-1461 through 41-
1465;
2. Has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan,
gratuity, special discount, trip, favor, or Service to a public servant in connection with the submitted offer. Failure to provide a
valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false
statement will void the Offer, any resulting contract, and may be subject to legal penalties under law;
3. Complies with A.R.S. § 18-132 when offering electronics or information technology products, Services, or maintenance;
4. Has submitted this Offer as a firm offer for 180 days following the Solicitation due date and time per the Instruction to Offerors.
Any extensions to the Offer Acceptance Period shall be made in accordance with A.A.C. R2-7-C310;
5. Did not and will not involve collusion or other anti-competitive practices; and
6. Is not debarred from, or otherwise prohibited from, participating in any contract awarded by federal, state, or local government;
7. Does not participate in, and agrees not to participate in during the term of the contract, a boycott of Israel in accordance with
A.R.S. § 35-393 et seq. (Unless exempt)
8. Does not participate in the use of forced labor of ethnic Uyghurs as described in A.R.S. § 35-394. (Unless exempt)
ACCEPTANCE OF OFFER
The offer is hereby accepted.
The Contractor is now bound to sell the Materials or Services listed by the attached Contract and based upon the Solicitation, including
all terms, conditions, specifications, amendments, etc., and the Contractor’s Offer as accepted by the State.
The Contract shall henceforth be referred to as Contract No.
The effective date of the Contract is
The Contractor is cautioned not to commence any billable work or to provide any Material or Service under this Contract until
Contractor tor receives purchase order, contract release document, or written notice to proceed.
State of Arizona Awarded this
day of
20
Pamela Veal
Procurement Manager
Model 1 Commercial Vehicles, Inc.
9225 Priority Way Dr; STE 300
Indianapolis, IN 46240
biddepartment@model1.com
Jason Spore; Transit Bid Manager
Transit Bid Manager
Jeff Pilon; Public Sector Sales West
jpilon@model1.com
888-633-8380
12/22/2025
Docusign Envelope ID: C39CFE0B-2A9B-4C78-B3D7-E2DF1690FB91
February
CTR080563
04/01/2026
9th
26
2/9/2026
Rev. 03/2025
STATE OF ARIZONA
ARIZONA DEPARTMENT OF TRANSPORTATION
1655 W. Jackson St., MD 100P
Phoenix, AZ 85007
INVITATION FOR BID
SOLICITATION NUMBER: BPM007074
DESCRIPTION:
Mobility Vehicle and Conversion Services.
Mobility Vehicle Modification services for Client owned equipment.
QUESTIONS: Inquiries regarding the solicitation are to be submitted online through the State’s e-
Procurement system, Arizona Procurement Portal (APP) (https://app.az.gov/) using the Discussion Forum
tab.
OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION.
Tom Kornell
Senior Procurement Officer
Phone: 602-712-8520
Email: Tkornell@azdot.gov
This solicitation is issued in accordance with A.R.S. §41-2533 and A.A.C. R2-7-B301 et seq., Competitive
Sealed Bidding.
―An Equal Opportunity Agency‖
The Arizona Department of Transportation, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat.
252.42 U.S.C. §§ 2000d-4) and the Americans with Disabilities Act (ADA), hereby notifies all bidders that it will affirmatively ensure
that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair
opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national
origin in consideration for an award.
Persons that require a reasonable accommodation based on language or disability should contact ADOT’s Procurement Office by
phone (602) 712-7466. Requests should be made as early as possible to ensure the State has an opportunity to address the
accommodation.
Las personas que requieran asistencia (dentro de lo razonable) ya sea por el idioma o discapacidad deben ponerse en contacto
con ADOT (602) 712-7466.
TABLE OF CONTENTS
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 2 of 96
SECTION
PAGE
Notice
1
Table of Contents
2
Scope of Work
3
Special Terms and Conditions
18
Uniform Terms and Conditions
30
Federal Provisions
51
EXHIBITS
1 - Title VI/Non-Discrimination Assurances Appendix A
88
2 - Title VI/Non-Discrimination Assurances Appendix E
89
3 - On-Site Manufacture Inspection Compliance Certification
90
4 - Pre-Award Audit and Certification
91
5 - Purchaser’s Pre-Award Requirements Certification
92
6 – Post Award Certification and Requirements
93
7 – Purchaser’s Post Award Requirements Certification
95
8 – Vehicle Modification Inspection and Acceptance for Category 4
96
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 3 of 96
1. Statement of Need
1.1. Pursuant to the Arizona Procurement Code, A.R.S. §41-2501 et seq., the State of Arizona
Department of Transportation (Department), has a requirement for Statewide Mobility
Vehicles, Conversion Services and Mobility Vehicle Modification services for Client owned
equipment.
2. Introduction and Background
2.1. The State intends to establish a statewide term contract(s) with reliable and capable
contractors who can provide wheelchair accessible vehicles, and wheelchair lifts, services
and convert existing vehicles as required.
2.2. The Department does not limit competition to entities that have not acquired a Arizona
State license. This procurement is not limited to in-state dealers.
3. General Requirements
3.1. Contractors may provide the goods/services described in any or all of the following
categories below:
3.1.1. Category One: FTA funded vehicles and components
3.1.2. Category Two: State funded vehicles and components
3.1.3. Category Three: Optional Services (including conversions, modifications and
vehicle wraps)
3.1.4. Category Four: Vehicle Modification services for Client owned equipment
4. Specific Requirements
4.1. The intent of the scope of work is to provide the Contractor with sufficient information
concerning the products/services to be contracted. The scope of work may be detailed or
general in nature with regard to any particular product/service. Where not otherwise
specified, details of materials or the way in which services will be provided, are left to the
discretion of the Contractor, provided only that any offering shall conform, as a minimum, to
best industry standards’ and practices and to what is currently being sold in the
marketplace.
4.2. Contractors shall have the sufficient means to meet the requirements of a statewide
contract. Including the ability to create and manage numerous individual accounts for order
placement, billing and reporting purposes and the ability to provide a full range of products,
offered in order to meet the demands of all eligible agencies. This shall include the ability to
resolve customer disputes, handle multiple communications from accounts, delivery of
vehicles to multiple locations around the state and Contractor must maintain Six (6) months
of funding for Category 4.
4.3. Standards and Functions
4.3.1. All equipment and vehicles shall conform to all applicable (OSHA) Occupational
Safety and Health Administration, (EPA) Environmental Protection Agency, (ADA)
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 4 of 96
Americans with Disabilities Act 49 C.F.R. § 38), Federal Transit Administration Bus
Testing Program (Altoona Research and Testing Center), (FMVSS) Federal Motor
Vehicle Safety Standards, (NHTSA) National Highway Traffic Administration,
National Mobility Equipment Dealers Association (NMEDA) standards and Buy
America regulations and to all industry standards in effect at the time of delivery.
4.3.2. The equipment supplied shall be the standard model of a manufacturer with
experience in the production of wheelchair accessible vehicles. Each unit shall
include all specified accessories, parts, equipment and options that are listed in the
manufacturer’s specifications as standard equipment for the specific model, unless
otherwise required by an eligible agency. All workmanship and materials shall be of
good quality and design. In the event that the manufacturer issues a new model
before completion of this contract, all item changes that do not appreciably affect
function and performance of the chassis, including cosmetic changes will be
accepted.
4.3.3. The Contractor shall be responsible for delivery of all vehicles in a complete, ready-
for-use condition with all components functioning; cleaned, tested, lubricated,
serviced and full of fuel.
4.3.4. Each component of the equipment response shall be adequate for and compatible
with all structural and performance demands placed upon it as part of the complete
unit.
4.3.5. All dimensions weights, wire or metal gauges, or other factors expressed
numerically in this specification are to be considered as nominal requirements (+ or
– 10%) unless indicated otherwise by the words ―Minimum‖, or ―Exactly‖. Where
brand names, with or without arrangement numbers, are mentioned, bidders are to
understand that brand name or equal is intended.
4.3.6. Equipment being installed shall be new, unused and not refurbished.
4.3.7. Equipment shall not be a prototype insofar as the general design operation and
performance. This requirement is NOT meant to preclude Contractors from offering
new models or configurations which incorporate improvements in a current design
or add functionality but which in such a new model or configuration may be new to
the marketplace.
4.3.8. Equipment shall include any and all accessories which may or may not be
specifically mentioned, however which are normally furnished or which are
necessary to make a delivered product ready for its intended use. Such accessories
shall be assembled, installed and adjusted such that the product is ready for
continuous operation at time of delivery.
4.3.9. Equipment shall have assemblies, sub-assemblies and component parts that are
standard and interchangeable throughout the entire quantity of a particular product
as may be purchased simultaneously by any eligible agency.
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 5 of 96
4.3.10. Equipment shall be designed and constructed using current industry accepted
engineering and safety practices and materials.
4.4. Category One: FTA Funded Vehicle and Component requirements:
4.4.1. Category One specifications are intended to describe and to set a minimum
requirement for (not to design) vehicles that will be used at a minimum by grantees
of Federal Transit Administration (FTA) funding. The Contractor shall comply with all
FTA rules and regulations related to FTA funded vehicles.
4.4.2. The Department awards funds to grant sub-recipients the ability to purchase
vehicles and vehicle services for programs performed on behalf of the FTA and the
Department. Eligible sub-recipients of these funds include: Federally Recognized
Tribal Agencies, Councils of Governments, Metropolitan Planning Organizations,
non-profits, local governments, and transit authorities. The grant contracts require
them to procure services following FTA requirements. In order to ensure
compliance, the Department’s sub-recipients will be eligible to use the awarded
contracts for relevant purchases.
4.4.3. An equipment certification label or placard of conformation to requirements
established in 48 C.F.R. §567.4 shall be installed when applicable.
4.4.4. All vehicles supplied shall be based on a commercially produced platform. The
Contractor shall certify that the platform supplied complies with provisions of the
Buy America (49 U.S.C. § 5323(j)(1)) and 49 CFR §661.11 and Appendices A to D.
4.4.5. All vehicles shall be at a minimum OEM standard and be compatible with GVWR of
the completed vehicle after all conversions.
4.4.6. All vehicles are to be delivered as complete units, certified and ready for immediate
operation anywhere within the State of Arizona as designated by the Eligible
Agency.
4.4.7. All Parts, equipment and accessories shall conform in strength, quality of material
and workmanship to recognized industry standards.
4.4.8. The complete equipment/material supplied shall not include a major component that
is of a prototype nature or has not been in production for a sufficient length of time
to demonstrate reliability.
4.4.9. Accessibility: Vehicles must comply with the accessibility requirements of US DOT
regulations ―Transportation Services for Individuals with Disabilities (ADA)‖, 49 CFR
Part 37, and Joint Access Board / DOT Regulations ―Americans with Disabilities
(ADA) Accessibility Specifications for Transportation Vehicles‖ 36 CFR Part I192
and 49 CFR Part 38.
4.4.10. Transit Vehicle Manufacturer Compliance with DBE Requirements: Before a transit
vehicle manufacturer (TVM) may submit a bid or proposal to provide vehicles to be
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 6 of 96
financed with FTA assistance, 49 CFR 26.49 requires the TVM to submit a
certification that it has complied with FTAs DBE requirements.
4.4.11. Air Pollution and Fuel Economy: Vehicles must comply with applicable Federal air
pollution control and fuel economy regulations, such as EPA regulations, ―Control of
Air Pollution from Mobile Sources,‖ 40 CFR Part 85; EPA regulations, ―Control of Air
Pollution from New and In-Use Motor Vehicles and New and In-Use Motor Vehicle
Engines,‖ 40 CFR Part 86; and EPA regulations, ―Fuel Economy of Motor Vehicles,‖
40 CFR Part 600.
4.4.12. Bus Testing: New bus models or a bus with significant alterations to an existing
model must comply with applicable requirements of 49 U.S.C. Section 5318, as
amended, and FTA regulations, ―Bus Testing,‖ 49 CFR Part 665. The Contractor
shall perform the following:
4.4.12.1
A manufacturer of a new bus model or a bus produced with a major change
in components or configuration shall provide a copy of the final test report to
the recipient prior to the recipient's final acceptance of the first vehicle.
4.4.12.2
A manufacturer who releases a report under para. 1 above shall provide
notice to the operator of the testing facility that the report is available to the
public.
4.4.12.3
If the manufacturer represents that the vehicle model was previously tested,
the vehicle being sold should have the identical configuration and major
components as the vehicle in the test report, which must be provided to the
recipient prior to the recipient's final acceptance of the first vehicle. If
configuration or components are not identical, the manufacturer shall provide
a description of the change and the manufacturer's basis for concluding that it
is not a major change requiring additional testing.
4.4.12.4
If the manufacturer represents that the vehicle is "grandfathered" (has been
used in mass transit service in the US before Oct. 1, 1988, and is currently
being produced without a major change in configuration or components), the
manufacturer shall provide the name and address of the recipient of such a
vehicle and the details of that vehicle's configuration and major components.
4.4.13 PRE-AWARD and POST- DELIVERY Audit Requirements: The Contractor agrees
to comply with 49 U.S.C. § 5323(l) and FTA's implementing regulation at 49 C.F.R.
§663 and to submit the following certifications:
4.4.13.1
Buy America Requirements: The Contractor shall complete and submit a
declaration certifying either compliance or noncompliance with Buy America.
If the Bidder/Offeror certifies compliance with Buy America, it shall submit
documentation which lists: Component and subcomponent parts of the rolling
stock to be purchased identified by manufacturer of the parts, their country of
origin and costs; and the location of the final assembly point for the rolling
stock, including a description of the activities that will take place at the final
assembly point and the cost of final assembly.
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 7 of 96
4.4.13.2
The Contractor shall submit evidence that it will be capable of meeting the
designated specifications: Federal Motor Vehicle Safety Standards (FMVSS):
The Contractor shall submit 1) manufacturer's FMVSS self-certification
sticker information that the vehicle complies with relevant FMVSS or 2)
manufacturer's certified statement that the contracted buses will not be
subject to FMVSS regulations.
4.4.13.3
Exhibit 5, 6, 7, and 8 includes the certification information which includes all
documents that must be provided at the time of quote and delivery.
4.4.13.4
Contractors offering Category 1 shall be required to sign and submit Exhibit
08 after award of Contract.
4.4.14 Preventative Maintenance (PM) & Safety Program Requirements for new vehicles
4.4.14.1
Contractor shall provide for each eligible agency vehicle recipient a
comprehensive preventative maintenance (PM) program manual in hardcopy
along with an electronic copy or website link. The PM program shall have
detailed procedures and stipulate required and recommended intervals (miles
and/or months, as applicable) for the supplied vehicle including all
components.
4.4.14.2
Maintenance components and procedures shall be discussed within the
context of required minimum factory maintenance items and intervals,
Factory,
secondary
manufacturer
or
vendor
suggested
additional
maintenance items and the anticipated operating environment found in
Arizona, i.e. heavy service conditions due to terrain/topography and climate.
4.4.14.3
Contractor shall place a special emphasis on safety systems and the
importance for maintenance of related components, including but not limited
to regular tire and suspension system inspection and replacement intervals
and brake system maintenance.
4.4.14.4
This section should include a specific discussion on high center of gravity
vehicle dynamics and the impact of poor maintenance on the operation of
these critical systems and overall vehicle safety.
4.4.14.5
The PM program will explain the value of pre-trip inspection, the importance
of recurrent training, warranties, how to select local maintenance contractors
and the relationship between the contractor and eligible agency.
4.4.14.6
The supplied PM program shall provide the vehicle recipient basic
―performance targets‖ and a self-evaluation system to design their individual
programs around.
4.4.14.7
The minimum outlines and details for the required PM program are stated as
follows:
4.4.14.7.1
External and structural body and chassis components:
4.4.14.7.2
Exterior, interior and structural (frame, body panel, doors, windows,
suspension components, inspection and maintenance).
4.4.14.7.3
Tire replacement, repair or rotation
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 8 of 96
4.4.14.7.4
External accessory systems (windshield wiper assembly, mirrors, etc.)
4.4.14.7.5
Brake systems
4.4.14.7.6
Steering systems
4.4.14.7.7
Lights-exterior and interior
4.4.14.7.8
Cleaning, shampoo, detail
4.4.14.7.9
Minor body touch up and paint
4.4.14.7.10 Engine & drive train components to include but not be limited to:
4.4.14.7.11 Oil & filter change intervals
4.4.14.7.12 Drive and accessory belt and hose inspection and change intervals
4.4.14.7.13 Valve and timing adjustments
4.4.14.7.14 Electrical/electronic components including but not limited to:
4.4.14.7.15 Ignition system, alternator and battery(s)
4.4.14.7.16 On-board diagnostic computer
4.4.14.7.17 Coolant system maintenance, including flush & replace
4.4.14.7.18 Fuel systems
4.4.14.7.19 Transmission oil and filter changes and other transmission checks.
4.4.14.7.20 Driveshaft components & operation
4.4.14.7.21 Rear differential maintenance, noting limited slip-specific maintenance
where applicable
4.4.14.7.22 Wheelchair related components:
4.4.14.7.23 Lift cycling (observation, inspection)
4.4.14.7.24 Lift electrical (including lights), hydraulic and mechanical systems
4.4.14.7.25 Transmission interlock system
4.4.14.7.26 Wheelchair and other mobility device securement and equipment
stowage and maintenance
4.5 Category Two: State Funded Vehicle and Component requirements:
4.5.1
Vehicles shall be at a minimum OEM standard and be compatible with Gross
Vehicle Weight Rating (GVWR) of the completed vehicle after all conversions.
4.5.2
Vehicles are to be delivered as a complete unit, certified and ready for immediate
operation within the State of Arizona.
4.5.3
The complete equipment/material supplied shall not include a major component
that is of a prototype nature or has not been in production for a sufficient length of
time to demonstrate reliability.
4.6 Category Three: Optional Services (conversions, modifications, vehicle wraps, etc.):
4.6.1
Vehicle conversions/modifications/vehicle wraps services: The Eligible Agency
may request the Contractor to modify any vehicle (existing or new) for specific
organizational needs. Vehicles may require interior and/or exterior modifications
per Eligible Agency requirements. The Contractor shall identify any conditions that
apply to the optional services on a quotation to the using Eligible Agency for review
before any work commences.
4.6.2
Eligible agencies may make requests for additions or inclusion of additional
specifications, qualifications, conditions, etc. Any requests shall be made in writing
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 9 of 96
and agreed upon by the Contractor and the eligible agency prior to issuance of any
purchase order for services.
4.6.3
An eligible agency may provide an existing vehicle (cab, box, chassis, etc.) to the
Contractor for conversion services. It is the sole responsibility of the Eligible
Agency to ensure that the vehicle provided is sufficient for conversion (as per
vehicle GCWR/GVWR/ etc.). The Eligible Agency shall submit detailed layout plans
to the Contractor upon issuing an order for conversion services. The layout plans
shall account for all items as may be ordered.
4.6.4
The Contractor shall maintain all manufacturers catalog/price lists for all items in
accordance with the contract special terms and conditions. Before beginning work
on any order, the contractor shall submit a quote in response to the order detailing
all pricing. The eligible agency shall approve all quotes in writing. The contractor
may begin work upon eligible agency approval.
4.7 Category Four: Vehicle Modification services for Client owned equipment:
4.7.1
Category Four specifications are intended to describe a set of minimum
requirements for vehicle modification services for Rehabilitation Services
Administration (RSA) Clients and ADA compliant State vehicles.
4.7.2
Vehicle modification services include changes prescribed by a Certified Driving
Rehabilitation Specialist (CDRS) to a passenger car, van, SUV or other motor
vehicle that permits an individual with a disability to safely drive or ride as a
passenger. In accordance with the National Mobility Equipment Dealers
Association (NMEDA) and its Quality Assurance Program (QAP) the following
types of vehicle modifications are included:
4.7.2.1 Mobility Equipment Installation
4.7.2.2 Structural Vehicle Modification
4.7.2.3 High Tech Driving Systems Installation
4.7.3
Structural Vehicle Modification is typically referred to as ―conversion,‖ which allows
the client to enter/exit the vehicle with or in their wheelchair. Structural
modifications are done only upon vehicles with an odometer reading of less than
50,000 miles.
4.7.4
Structural modifications may include, but are not limited to:
4.7.4.1 Lowered floor (10‖, 11‖, 12‖, 14‖)
4.7.4.2 Power door
4.7.4.3 Ramp or lift
4.7.4.4 Hydraulic ―kneel‖ features
4.7.4.5 Manual securement system for wheelchair
4.7.4.6 Raised roof
4.7.4.7 Manual securement system for wheelchair
4.7.4.8 Raised roof
4.7.4.9 Some door modifications
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 10 of 96
4.7.5
Non-Structural Modifications may include, but are not limited to:
4.7.5.1 Hand controls;
4.7.5.2 Additional mirrors;
4.7.5.3 Left foot accelerator;
4.7.5.4 Steering device such as a spinner knob or cuff;
4.7.5.5 Car-top or rear wheelchair or scooter carrier;
4.7.5.6 Ignition key or parking brake extensions;
4.7.5.7 Seat belt modifications;
4.7.5.8 Power door opener;
4.7.5.9 Remote ignition;
4.7.5.10 Under-vehicle wheelchair lifts;
4.7.5.11 Swing arm lifts;
4.7.5.12 Wheelchair restraint device;
4.7.5.13 Ramps and/or wheelchair lifts not requiring structural modifications;
4.7.5.14 Transfer seats and/or transfer devices.
4.7.6
High Tech Modifications may include, but are not limited to:
4.7.6.1 Modification of the electrical system;
4.7.6.2 Modification of steering column;
4.7.6.3 Low effort or zero effort steering;
4.7.6.4 Digital ―high tech‖ driving system.
4.7.7
The Contractor shall modify the vehicle and perform all work in accordance with a
prescription prepared by a Certified Driving Rehabilitation Specialist (CDRS), in
compliance with National Mobility Equipment Dealers Association (NMEDA)/
Quality Assurance Program (QAP) standards.
4.7.8
A Request for a Project Cost Proposal or Quote will be provided to the Contractor
from the requesting Vocational Rehabilitation Counselor (VRC) via email in the
form of a Vehicle Modification Prescription prepared by a CDRS.
4.7.9
An inspection of the vehicle to be modified shall be performed by the Contractor
and, for structural and high-tech modifications, consultation with the prescribing
CDRS.
4.7.9.1 If the odometer has been tampered with, notify the requesting Counselor to
have the vehicle withdrawn from consideration for modification.
4.7.9.2 Verify with the manufacturer that the prescribed modifications are
compatible with the make, model and year of the vehicle to be modified.
Notify the requesting Counselor when they are not.
4.7.9.3 Vehicles with odometer readings from 50,001 miles to 75,000 miles or older
than five (5) years must be inspected and documented by an ASE-certified
mechanic to certify the vehicle is in good working order and requires no
major repairs, and
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 11 of 96
4.7.9.4 Notify the requesting Counselor if the odometer reading is greater than
75,000 miles when the Vehicle Modification Prescription is written for
structural or high-tech modification.
4.7.10 The Contractor shall prepare and submit for approval to the requesting Counselor
a binding, itemized Project Cost Proposal (PCP).The PCP or quote must include
anticipated timeframes and defined Payment Points based on deliverables. No
work shall be initiated by the Contractor until requested in writing via an RSA
Purchase Authorization issued through its Case management system. Any other
authorization, whether verbal or by any other means, is not valid.
4.7.11 The Project Cost Proposal shall include the following for all projects:
4.7.11.1 The Contractor’s name, address and contract number;
4.7.11.2 The Client’s name;
4.7.11.3 The referring RSA Counselor’s name
4.7.11.4 Terms of vehicle transportation from a location specified by RSA to the
Contractor’s facility or other location.
4.7.11.5 Itemized list of costs to include:
4.7.11.5.1 Parts to be utilized, with a description of the parts, the unity required,
the individual cost for each part, and a total for each item;
4.7.11.5.2 Labor costs;
4.7.11.5.3 Cost of transportation, shipping and handling, where applicable
4.7.11.5.4 Sales Tax
4.7.11.6 For Structural Vehicle Modifications:
4.7.11.6.1 Structural Preparation - administration and shipping costs for van
conversions with
4.7.11.6.2 Structural Completion – costs for completion of structural conversion
with anticipated timeframes;
4.7.11.6.3 Project Completion- costs for final fittings, completion of non-
structural installations and equipment safety/ maintenance training
with anticipated timeframes.
4.7.11.7 For High-Tech Driving System Modifications:
4.7.11.7.1 Structural Preparation - administration and shipping costs for van
conversions with anticipated timeframes;
4.7.11.7.2 Structural Completion - completion of structural conversion and
shipping and labor costs for initial High Tech preparation with
anticipated timeframes;
4.7.11.7.3 High-Tech Preparation –costs for modified vehicle components and
High-Tech equipment with anticipated timeframes;
4.7.11.7.4 High-Tech completion – costs associated with completion of High-
Tech installations with anticipated timeframes; and
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 12 of 96
4.7.11.7.5 Project Completion – costs associated with final fitting, completion of
non-structural installations and equipment safety/ maintenance
training with anticipated timeframes.
4.7.12 The projected number of hours of client training related to equipment and/or
material installations.
4.7.13 Liability for the vehicle while work is being done shall be assumed by issuing a
written receipt of acceptance signed by the Contractor and the Client when the
vehicle is delivered.
4.7.14 Upon receipt of a written RSA Purchase Authorization provide the agreed upon
vehicle modification as follows:
4.7.14.1
Arrange with the client for delivery of the vehicle to the Contractor’s
facility within ten (10) business days after receipt of a written RSA
Purchase Authorization from the referring RSA VR Counselor. The
Contractor shall not pick up or deliver a Client’s vehicle from the Client’s
home unless authorized by the Department in the form of a written
approval. Any arrangement for transportation of the vehicle between the
Client and the Contractor shall not be covered under this contract.
4.7.14.2
Modify the vehicle and perform all work in accordance with the CDRS
prescription, in compliance with NMEDA/QAP standards, and as
authorized by the RSA VR Counselor.
4.7.14.3
Provide the following:
4.7.14.3.1 A Class 3 hitch for hitch mounted carrier devices, unless
contraindicated by the vehicle’s Gross Vehicle Weight Rating
(GVWR) and/or specifications of the carrier device;
4.7.14.3.2 Suspension upgrades to the Client’s vehicle as needed. If a
suspension upgrade is not needed after installation and testing of the
carrier device, notify the RSA VR Counselor who will remove the
suspension upgrade from the authorization and issue an amended
authorization. Utilize required four- corner scale to weigh power
wheelchair or other mobility device when lift capacity is in question.
4.7.14.3.3 Complete the project within the time limit proposed in the Project
Cost Proposal.
4.7.14.3.4 Receive prior approval from the RSA Counselor if additional time is
required to complete the modifications.
4.7.14.3.5 Work done without prior written authorization or work completed
beyond the work authorized shall be considered to be unauthorized
and the Contractor shall not be paid for it. Work so done may be
ordered to be remove and/or returned to its original condition at the
Contractor's expense.
4.7.14.3.6 If a change to the Project requires an increase in the cost, submit a
written request to the RSA VR Counselor. The request will be
assessed and either approved or denied by the RSA VR Counselor.
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
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Page 13 of 96
If the RSA VR Counselor approves the request, an amended RSA
Purchase Authorization will be issued to the Contractor that includes
the additional services, materials, and/or equipment.
4.7.14.3.7 The Contractor must certify in writing that all equipment meets or
exceeds the requirements established by SAE International, the
National Mobility Equipment Dealers Association (NMEDA), and the
National Highway Traffic Safety Administration (NHTSA) of the
Department of Transportation.
4.7.15 The Contractor shall complete the Quality Assurance Program (QAP) required
―Final Inspection‖ and ―Make Inoperative‖ forms and affix an appropiate label to the
vehicle.
4.7.16 The Contractor shall retain the ―Make Inoperative‖ form for five (5) years in the
permanent vehicle file and give a copy to the Client.
4.7.17 If the modified or adaptive equipment adds more than 220 pounds to a vehicle,
notify the Client of the payload capacity of the vehicle after modifications. This
notice shall also include the statement that these calculations do or do not include
the weight of the wheelchair. The new payload capacity shall be written on the
―Make Inoperative‖ form.
4.7.18 The Contractor must coordinate vehicle fittings/s, trainings and final inspection as it
relates to operation and maintenance of the installed equipment as follows.
Arrange for:
4.7.18.1
The acceptance of the vehicle by the CDRS, the Client, and the RSA VR
Counselor prior to delivery of the completed vehicle.
4.7.18.2
A date and time for vehicle inspection, fitting and training, if the presence
of the CDRS is required by the prescription prior to release of the vehicle,
and advise the Client of the time anticipated for the fitting and training
services.
4.7.18.3
A second fitting/training session in conjunction with the CDRS when it is
anticipated that the fitting and training will exceed four (4) hours, and the
presence of the CDRS is required by the prescription, to complete the
requirements.
4.7.19 Confirm in writing at the time of vehicle inspection, fitting and training, that:
4.7.19.1
The client is physically present for vehicle fitting.
4.7.19.2
The CDRS is present for the inspection and fitting, if required in the
prescription.
4.7.20 The VR Counselor or designee must be present for inspection of structural and
high tech modifications.
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Solicitation No: BPM007074
Available online at
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Page 14 of 96
4.7.21 Training for category four (4) shall be provided at the Contractor's place of
business on how to operate and maintain the installed equipment and engage the
Client in actual use of all equipment prior to release of the vehicle to the Client.
Training may include, but is not limited to:
4.7.21.1
Hands-on practice using the installed equipment;
4.7.21.2
Hands-on practice with back-up safety systems, including manual
deployment of the lift or ramp;
4.7.21.3
Hands-on practice using all tie-down systems;
4.7.21.4
A review of user options and/or use of other installed safety or adaptive
features; and
4.7.21.5
Correct
of
any
immediately
evident
installation
deficiencies
or
performance of minor adjustments per the Client's request and/or the
recommendation of the CDRS to meet Client accessibility needs prior to
acceptance of the vehicle.
4.7.21.6
Provision of the following information to the client:
4.7.21.6.1 A list of all modifications made to the vehicle and the
equipment installed;
4.7.21.6.2 Equipment manuals, operation and maintenance instructions
from the manufacturer or as developed by the Contractor, as
applicable;
4.7.21.6.3 A written statement to the Client (if applicable) to advise of
any reduction in the load carrying capacity of the vehicle as
specified in the QAP requirements after the modifications are
complete, based on the vehicle's Gross Vehicle Weight Rating
(GVWR), as well as whether the weight of the Client's
wheelchair is included in the available load capacity;
4.7.21.6.4 A wiring diagram identifying all added or modified components
and subassemblies by name and by wire color and gauge.
The wiring diagram shall be given to the Client as part of the
list of modifications;
4.7.21.6.5 A list of unused parts, including all items removed from the
vehicle. The list and the unused parts shall be returned to the
Client. The Client shall endorse the list, entering a note that
the signature either acknowledges receipt of the items or
releases them for disposal by the Contractor; and
4.7.21.6.6 Any additional QAP required forms.
4.7.22 Complete a Vehicle Modification Inspection and Acceptance form (Exhibit 8) at the
time of inspection and acceptance of the modified vehicle by the Client
4.7.23 Deficiency corrections. The Contractor shall correct any installation deficiencies
detected by the Client during utilization of the modified vehicle up to thirty (30)
calendar days after acceptance of the vehicle by the Client.
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Solicitation No: BPM007074
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Page 15 of 96
4.7.23.1
After making the corrections, provide a follow-up fitting to ensure
client satisfaction with the installation.
4.7.23.2
A second Vehicle Modification Inspection and Acceptance form
(Exhibit 8) shall be completed after all deficiencies have been
corrected and the Client is satisfied with the modifications.
4.7.23.3
In cases where measurements relating to installation fail to meet
the needs of the Client, the Contractor may be held accountable to
correct deficiencies or provide an alternative solution at its own
expense.
4.7.23.4
In cases where the prescription is deficient in meeting the needs of
the client, the Contractor will not be held liable.
4.7.24 The Contractor must maintain the copyrighted manuals for the structural
modifications from National Mobility Equipment Dealers Association (NMEDA).
4.7.25 The Contractor must develop and maintain a Quality Management Plan in order to
continuously monitor the delivery of services and to ensure that the service provision
meets the client’s objectives. The quality management plan shall include the
following:
4.7.25.1
Incident management, corrective action and preventions;
4.7.25.2
Complaints and grievances;
4.7.25.3
Routine monitoring of Contractor personnel and subcontractors to
ensure quality service delivery to RSA clients.
4.7.26 Warranty requirements for Category Four (4) are as follows:
4.7.26.1
The Contractor must warrant for a minimum of one (1) year after
final acceptance of vehicle modification that work performed under
this contract conforms to the requirements of the prescription and
is free of any defects of equipment, material, or workmanship
performed by the Contractor or any of its subcontractors or
suppliers at any tier.
4.7.26.2
The Contractor must provide and coordinate any warranty service
including all parts and labor for the stated manufacturer and the
Contractor warranty period(s) to the Client.
4.7.26.3
The warranty for all equipment and services shall start upon final
acceptance of the full modification, after correction of all
deficiencies, if any.
4.7.26.4
Under the warranty, the Contractor shall remedy at its own
expense any damage to the Client's vehicle when that damage is
the result of the Contractor's failure to conform to prescription
requirements
or
any
defects
of
equipment,
material
or
workmanship.
4.7.27 Licensure/Qualification requirements for Category Four (4) are as follows:
4.7.27.1
The Contractor shall maintain a Membership Certificate from the
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
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Page 16 of 96
National Mobility Equipment Dealers Association (NMEDA) and
have accreditation for the Quality Assurance Program (QAP) and
hold current, valid manufacturer certifications verifying completion
of training on adaptive equipment installations, services performed,
and selling of product lines represented by the Contractor. The
Contractor shall not bill the State for membership cost.
4.7.27.2
The Contractor shall employ on-site Installers who participate in a
minimum of two (2) courses per year from the NMEDA
Professional Trainings for Technicians curriculum.
4.7.27.3
The warranty for all equipment and services shall start upon final
acceptance of the full modification.
4.7.27.4
The Contractor shall only employ or subcontract with certified
welders who meet or exceed the applicable requirements of the
American Welding Society (AWS).
4.7.28 Performance Standards for Category Four (4) as follows:
4.7.28.1
Adhere to established schedules and timelines for service
provision;
4.7.28.2
Use industry standard equipment to ensure quality installation;
4.7.28.3
Adhere to the NMEDA and Federal Motor Vehicle Safety
Standards (FMVSS) standards.
4.7.28.4
Maintain valid and up to date business and professional licenses
and documentation.
4.7.28.5
Upon completion of the vehicle modification and prior to drive off,
meet with the client, CDRS and VRC to complete the Vehicle
Modification Inspection and Acceptance form (Exhibit 8).
4.8
REGISTRATION REQUIREMENTS
4.8.2 Bidder/Proposer Lists:
All proposers bidding on Categories 1, 2 and 3, shall create a
Bidders/Proposers list in the AZ UTRACS by selecting all firms, service
providers, and vendors that expressed interest or submitted offers or
quotes for this contract. The Bidders/Proposers List form must be
complete and must include the names for all subcontractors, service
providers, and vendors that submitted offers or quotes on this project
regardless of the proposer’s intentions to use those firms on the project.
4.8.3 Project Number: BPM007074
4.8.4 All proposers bidding on Categories 1, 2 and 3, shall complete and
submit the Bidders/Proposers List online at AZ UTRACS prior to Offer
submittal. If no subcontractors will be utilized, the list is still required. A
confirmation email will be generated by the system. The email
confirmation shall be submitted with the Offer.
4.8.5 Registration in AZ UTRACS:
SCOPE OF WORK
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 17 of 96
Arizona Unified Transportation Registration and Certification System (AZ
UTRACS) web portal at https://utracs.azdot.gov is a centralized
database for companies that seek to do business with ADOT. This
information will be maintained as confidential to the extent allowed by
federal and state law.
Prime contractors and all subcontractors (including DBEs) listed in the
offer and included on this contract or added to this contract as part of
subsequent Task Assignments, must be registered in AZ UTRACS.
Contractors may verify that their firm and each subcontractor is
registered using the AZ UTRACS website.
5
Contractor’s Responsibilities
5.1 The Contractor shall maintain and provide when requested, contact information of
authorized service locations.
5.2 The Contractor shall include delivery at no cost to the eligible agencies within the same
county as the contractor resides. The contractor may include a delivery fee for any county
outside of the dealer’s county. Any delivery fees shall be a flat rate charge per county and
indicated on pricing form attachment.
5.3 Contractor shall provide appropriate documentation, such as supplying letters, certifications
or other documentation that affirm their status as one of the following:
5.3.1 Current authorized dealers:
5.3.2 Current authorized distributors; or
5.3.3 Product manufacturers
5.4 Contractor shall be responsible for processing the registration, licensing, title and plating of
all new vehicles ordered. Any fees associated with fulfilling these services shall be included
in the base vehicle price.
5.5 The Contractor is responsible for timely reporting of known warranty issues by contracted
vehicle type and timely response to warranty issues that arise.
6 Department’s Responsibilities
6.1 The Eligible Agencies will provide final acceptance and approval of any equipment and
services delivered.
SPECIAL TERMS AND CONDITIONS
Solicitation No: BPM007074
Available online at
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Page 18 of 96
1. CONTRACT TERM
The term of any resultant contract shall commence on the effective day of award and shall
continue for a period of twelve months (12) thereafter, unless terminated, cancelled or extended
as otherwise provided herein.
2. CONTRACT EXTENSION
By mutual written contract amendment, any resultant contract may be extended for
supplemental periods of up to a maximum of forty-eight (48) months.
3. ELIGIBLE AGENCIES
This contract shall be for the use of all State of Arizona departments, agencies and boards. In
addition, eligible universities, political subdivisions and nonprofit educational or public health
institutions may participate at their discretion. In order to participate in any resultant contract, a
university, political subdivision or nonprofit educational or public health institution must have
entered into a cooperative purchasing agreement with the State Procurement Office as required
by A.R.S. §41-2632. This cooperative purchasing agreement must be in effect at the time of
order. The Contractor shall verify if an ordering entity is an eligible cooperative purchasing
member before selling materials to or providing services for them under the contract. The
current list of cooperative purchasing members is available on the State Procurement Office
website at https://spo.az.gov/suppliers/usage-reporting.
NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political
subdivisions, including cities, counties, school districts, and special districts. Membership is also
available to non‐profit organizations, other state governments, the federal government and tribal
nations. For reference, ―non‐profit organizations‖ are defined in A.R.S. § 41‐2631(4) as any
nonprofit corporation as designated by the IRS under Section 501(c)(3) through 501(c)(6) of the
tax code.
4. NON-EXCLUSIVE CONTRACT
This contract shall be for the sole convenience of the Department. The Department reserves the
right to obtain like goods or services from another source when necessary. The Off-Contract
Purchase Authorization and subsequent procurement shall be consistent with the Arizona
Procurement Code.
5. ORDERING PROCESS
Eligible Agencies shall issue a purchase order to the Contractor. Each purchase order must cite
the contract number. This purchase order shall be the only document required for an Eligible
Agency to order and the Contractor to deliver the material and/or service.
Any attempts to represent any material and/or service not specifically awarded as being under
contract is a breach of the contract and a violation of the Arizona Procurement Code. Any such
action is subject to the legal and contractual remedies available to the State inclusive of but not
limited to contract cancellation, suspension and/or debarment of the Contractor.
SPECIAL TERMS AND CONDITIONS
Solicitation No: BPM007074
Available online at
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Page 19 of 96
Contractor shall acknowledge each order from Eligible Agencies in conformance with each
agency’s instructions given at the time of ordering. Orders from eligible cooperative purchasing
members create no obligation on State’s part. Notwithstanding, the Contractor shall fulfill orders
under the Contract to any Eligible Agency. The Contractor’s refusal to do so would be a material
breach of the Contract.
6. SHIPPING TERMS
Delivery shall be F.O.B. Destination to the location designated herein. Contractor shall retain
title and control of all goods until they are delivered. All risk of transportation and related
charges shall be the responsibility of the Contractor. All claims for visible or concealed damage
shall be filed by the Contractor. The Department will notify the Contractor promptly of any
damaged goods and shall assist the Contractor in arranging for inspection.
7. DELIVERY
Deliveries shall be completed In accordance with the requirements of the contract.
Delivery of the product does not constitute acceptance.
8. INSPECTION AND ACCEPTANCE
Each item delivered shall be subject to a complete inspection by the Department within 10 days
after delivery. Inspection criteria shall include, but not be limited to, conformity to the
specifications, workmanship, quality and materials.
If the delivered product is not accepted and returned for corrective action, an additional fifteen
(15) calendar days shall be allowed for inspection of the corrected or replacement product.
The Contractor shall be responsible for the transport of the material to and from the Department
for the correction of items or workmanship not in compliance with the specifications.
Product returned for corrective action may delay payment. Invoices will be processed for
payment only after the product is accepted.
9. INVOICING and PAYMENT
Separate invoices are required for each shipment of product or delivery of service and shall
include at a minimum:
Department Location’s Name and Address
Vendor Name, Remit to Address and Contact Information
Contract Number
Purchase Order Number
Invoice Number and Date
Date the items were shipped to the Department
Contract Line Item Number
SPECIAL TERMS AND CONDITIONS
Solicitation No: BPM007074
Available online at
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Line Item Description or Item or Service
Quantity Purchased
Line Item Unit of Measure
Price per Unit and Total per Unit
Catalog or Other Discount (if applicable)
Net Unit Price and Total per Unit (if applicable)
Applicable taxes
Applicable Shipping/Freight Charges
Total Invoice Amount Due
Invoices not sent to the proper address, or not containing the necessary and required
information may delay payment. A Contractor whose payments are delayed due to improper
invoicing shall make no claim against the Department or the State for late or finance charges.
The Department will make every effort to process payment for the purchase of product within
thirty (30) calendar days after the Department has conducted the necessary reviews,
inspections and acceptance as described herein.
The department acceptance date will be the valid date for starting the thirty (30) calendar day
payment period.
Payment due dates, including discount periods, will be computed from the date of acceptance or
date of correct invoice (whichever is later) to the date the Department’s warrant is mailed.
10. ESTIMATED USAGE
The Department anticipates considerable usage under this contract. The Department reserves
the right to increase or decrease actual quantities ordered as circumstances may require. No
guarantees are made concerning actual purchases under this contract.
11. PRICE REDUCTION
A price reduction adjustment may be offered at any time during the term of a contract and shall
become effective upon notice through a written contract amendment.
12. PRICE INCREASE
The Department will review fully documented requests for price increases for any contract
which will or has been in effect for twelve (12) months. The request shall be submitted no less
than 60 days prior to the contract renewal date. The Contractor shall provide fully documented
information which supports the price increase request. Fully documented means that the
request shall present detailed information and calculations that make it clear how the claimed
increase has an impact on the contract unit prices. All assumptions regarding cost factors that
have an impact on the requested increase shall also be clearly identified and justified. The
requested price increase must be based upon a cost increase that was clearly unpredictable at
the time of the offer and can be shown to directly affect the price of the item concerned. Any
price increase adjustment request prior to the time of contract extension will be a factor in the
SPECIAL TERMS AND CONDITIONS
Solicitation No: BPM007074
Available online at
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Page 21 of 96
extension review process. The Department will determine whether the requested price increase
or an alternate option, is in the best interest of the State.
13. SAFETY STANDARDS
Items supplied under this contract shall comply with all current applicable safety standards and
regulations including the Occupational Safety and Health Standards of the State of Arizona
Industrial Commission, the National Electric Code and the National Fire Protection Association
Standards.
14. WARRANTY
The Contractor warrants:
1. That all services performed hereunder shall conform to the requirements of this contract and
shall be performed by qualified personnel in accordance with the highest professional
standards.
2. That all items furnished hereunder shall conform to the requirements of this contract and
shall be free from defects in design materials and workmanship. Any defects of design,
workmanship or materials shall be fully corrected by the Contractor (including parts and
labor) without cost to the Department.
3. The warranty period on workmanship and materials shall be based on a minimum of twelve
(12) months from the time of acceptance by the Department.
15. CURRENT PRODUCTS
All products supplied under this contract shall be in current and ongoing production; shall have
been formally announced for general marketing purposes; shall be a model or type currently
functioning in a user (paying customer) environment and capable of meeting or exceeding all
specifications and requirements set forth in the contract.
16. PRODUCT DISCONTINUANCE
In the event that a product or model is discontinued by the manufacturer, the Department at its
sole discretion may allow the Contractor to provide a substitute for the discontinued item. The
Contractor shall request authorization to substitute a new product or model and provide the
following:
1. A formal announcement from the manufacturer that the product or model has been
discontinued.
2. Documentation from the manufacturer that names the replacement product or model.
3. Documentation that provides clear and convincing evidence that the replacement meets or
exceeds all specifications required by the original solicitation.
SPECIAL TERMS AND CONDITIONS
Solicitation No: BPM007074
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4. Documentation that provides clear and convincing evidence that the replacement will be
compatible with all the functions or uses of the discontinued product or model.
5. Documentation confirming that the price for the replacement is the same as or less than the
discontinued product or model.
17. CONTRACT ADMINISTRATION
The Contractor shall contact the assigned Procurement Officer for guidance or direction in
matters of contract interpretation or questions regarding the terms, conditions or scope of the
contract.
18. NOTICES
All notices, requests, demands, consents, approvals, and other communications which may or
are required to be served or given hereunder (for the purposes of this provisions collectively
called ―Notices‖), shall be in writing and shall be sent by certified United States mail, return
receipt requested, or by any other method that provides evidence of receipt, addressed to the
party or parties to receive such notice as follows:
a. If intended for the State, to:
Arizona Department of Transportation, Procurement Group
1655 W. Jackson Street, MD 100P
Phoenix, Arizona 85007-3276
b. If intended for the Contractor, to the address as identified in the Contractor’s electronic
vendor profile.
Or to such other address as either party may from time to time furnish in writing to the other by
notice hereunder. Any notice so mailed shall be deemed to have been given as of the date such
notice is received as shown on the return receipt. Furthermore, such notice may be given by
delivering personally such notice, if intended for the State, to the Arizona Department of
Transportation, Procurement Officer and, if intended for the Contractor, to the person named on
the Offer & Contract Award of this contract, or to such other person as either party may from
time to time furnish in writing to the other by notice hereunder. Any notice so delivered shall be
deemed to have been given as of the date such notice is personally delivered to the other party.
19. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY
The Contractor or any subcontractors are prohibited from having weapons in their possession or
on their person within the building. Weapons shall be stored securely, consistent with A.R.S. §
13-3118, in the Contractor’s or any subcontractor’s vehicle if there are no storage amenities
available at the ADOT facility. This contract may be cancelled if Contractor or any
subcontractors or others in the employ or under the supervision of the Contractor or
subcontractors is found to be in possession of weapons.
SPECIAL TERMS AND CONDITIONS
Solicitation No: BPM007074
Available online at
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Page 23 of 96
Possession of weapons (firearms, explosive device, knife or blade of more than three inches, or
any other instrument designed for lethal or disabling use) is prohibited on ADOT property except
in the manner stated above.
Further, if the Contractor or any subcontractors or others in the employ or under the supervision
of the Contractors or subcontractors are asked by an ADOT official to leave the ADOT property,
they are advised that failure to comply with such a request shall result in cancellation of the
contract and anyone who refuses, whether armed or not, is subject to prosecution under A.R.S.
§ 13-1502, "Criminal trespass in the third degree; classification."
20. INDEMNIFICATION CLAUSE
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the
State of Arizona, and its departments, agencies, boards, commissions, universities, officers,
officials, agents, and employees (hereinafter referred to as ―Indemnitee‖) from and against any
and all claims, actions, liabilities, damages, losses, or expenses (including court costs,
attorneys’ fees, and costs of claim processing, investigation and litigation) (hereinafter referred
to as ―Claims‖) for bodily injury or personal injury (including death), or loss or damage to
tangible or intangible property caused, or alleged to be caused, in whole or in part, by the
negligent or willful acts or omissions of Contractor or any of its owners, officers, directors,
agents, employees or subcontractors. This indemnity includes any claim or amount arising out
of, or recovered under, the Workers’ Compensation Law or arising out of the failure of such
Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or
court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances,
except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee,
be indemnified by Contractor from and against any and all claims. It is agreed that Contractor
will be responsible for primary loss investigation, defense, and judgment costs where this
indemnification is applicable. In consideration of the award of this contract, the Contractor
agrees to waive all rights of subrogation against the State of Arizona, its officers, officials,
agents, and employees for losses arising from the work performed by the Contractor for the
State of Arizona.
This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board,
commission or university of the State of Arizona.
21. INSURANCE
Contractors providing vehicles and services under categories 1, 2 and 3 Mobility Vehicles and
Conversion Services shall adhere to all of the following requirements with the exception of
21.3.4.
The Contractor shall furnish Certificate(s) of Insurance inclusive of the following requirements to
the Department. Certificate(s) shall be received within 10 calendar days of notification of
contract award by the Procurement Officer.
SPECIAL TERMS AND CONDITIONS
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 24 of 96
21.1
Contractor and subcontractors shall procure and maintain, until all of their obligations
have been discharged, including any warranty periods under this Contract, insurance
against claims for injury to persons or damage to property arising from, or in connection
with, the performance of the work hereunder by the Contractor, its agents,
representatives, employees or subcontractors.
21.2
The Insurance Requirements herein are minimum requirements for this Contract and in
no way limit the indemnity covenants contained in this Contract. The State of Arizona in
no way warrants that the minimum limits contained herein are sufficient to protect the
Contractor from liabilities that arise out of the performance of the work under this
Contract by the Contractor, its agents, representatives, employees or subcontractors,
and the Contractor is free to purchase additional insurance.
21.3
Minimum Scope and Limits of Insurance
Contractor shall provide coverage with limits of liability not less than those stated below.
21.3.1 Commercial General Liability (CGL) – Occurrence Form
Policy shall include bodily injury, property damage, and broad form contractual
liability coverage.
• General Aggregate
$2,000,000
• Products – Completed Operations Aggregate
$1,000,000
• Personal and Advertising Injury
$1,000,000
• Damage to Rented Premises
$50,000
• Each Occurrence
$1,000,000
a. The policy shall be endorsed, as required by this written agreement, to include
the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as additional insureds with
respect to liability arising out of the activities performed by or on behalf of the
Contractor.
b. Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
Contractors providing services under category 4, Mobility Vehicle Modification
services for Client owned equipment Conversion Services, Module 3 of the
State’s insurance module shall be the requirement.
21.3.2 Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or nonowned
automobiles used in the performance of this Contract.
• Combined Single Limit (CSL) $1,000,000
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a. Policy shall be endorsed, as required by this written agreement, to include the
State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as additional insureds with
respect to liability arising out of the activities performed by, or on behalf of, the
Contractor involving automobiles owned, hired and/or non-owned by the
Contractor.
b. Policy shall contain a waiver of subrogation endorsement as required by this
written agreement in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
21.3.3 Workers’ Compensation and Employers' Liability
• Workers' Compensation Statutory
• Employers' Liability
o Each Accident $1,000,000
o Disease – Each Employee $1,000,000
o Disease – Policy Limit $1,000,000
a. Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
b. This requirement shall not apply to each Contractor or subcontractor that is
exempt under A.R.S. § 23-901, and when such Contractor or subcontractor
executes the appropriate waiver form (Sole Proprietor or Independent
Contractor).
21.3.4 Contractors providing Category Four services shall adhere to all the same
insurance terms and conditions as categories 1, 2 and 3 plus the additional
following terms and conditions shall apply:
a. The policy shall include coverage for Sexual Abuse and Molestation (SAM). This
coverage may be sub-limited to no less than $500,000. The limits may be
included within the General Liability limit or provided by separate endorsement
with its own limits. If you are unable to obtain SAM coverage under your General
Liability because the insurance market will not support it, it should it be included
with the Professional Liability.
b. Contractor must provide the following statement on their Certificate(s) of
Insurance: ―Sexual Abuse and Molestation coverage is included‖ or ―Sexual
Abuse and Molestation coverage is not excluded.‖
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Furthermore, where Contractors are required to have certain licensure as
listed in section 4.7.27. Licensure / Qualification requirements for Category
Four 4, the following insurance is a requirement.
1) Professional Liability (Errors and Omissions Liability)
• Each Claim
$ 2,000,000
• Annual Aggregate
$ 2,000,000
a. If SAM coverage is being provided under this policy then Contractor must provide
the following statement on their Certificate(s) of Insurance: ―Sexual Abuse and
Molestation coverage is included‖ or ―Sexual Abuse and Molestation coverage is
not excluded.‖ This coverage may be sub-limited to no less than $500,000.
b. In the event that the professional liability insurance required by this Contract is
written on a claims-made basis, Contractor warrants that any retroactive date
under the policy shall precede the effective date of this Contract; and that either
continuous coverage will be
21.4 Additional Insurance Requirements
The policies shall include, or be endorsed to include, as required by this written
agreement, the following provisions:
21.4.1 The Contractor's policies, as applicable, shall stipulate that the insurance afforded
the Contractor shall be primary and that any insurance carried by the Department,
its agents, officials, employees or the State of Arizona shall be excess and not
contributory insurance, as provided by A.R.S. § 41-621 (E).
21.4.2 Insurance provided by the Contractor shall not limit the Contractor’s liability
assumed under the indemnification provisions of this Contract.
21.5 Notice of Cancellation
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to the State of Arizona. Within two (2) business days of receipt, Contractor must
provide notice to the State of Arizona if they receive notice of a policy that has been or will
be suspended, canceled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be sent directly to the Department and shall be mailed,
emailed, hand delivered or sent by facsimile transmission to (State Representative’s
Name, Address & Fax Number).
21.6 Acceptability of Insurers
Contractor’s insurance shall be placed with companies licensed in the State of Arizona or
hold approved non-admitted status on the Arizona Department of Insurance List of
Qualified Unauthorized Insurers. Insurers shall have an ―A.M. Best‖ rating of not less than
A- VII. The State of Arizona in no way warrants that the above-required minimum insurer
rating is sufficient to protect the Contractor
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from potential insurer insolvency.
21.7 Verification of Coverage
Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD
form or equivalent approved by the State of Arizona) evidencing that Contractor has the
insurance as required by this Contract. An authorized representative of the insurer shall
sign the certificates.
21.7.1 All such certificates of insurance and policy endorsements must be received by
the State before work commences. The State’s receipt of any certificates of
insurance or policy endorsements that do not comply with this written agreement
shall not waive or otherwise affect the requirements of this agreement.
21.7.2 Each insurance policy required by this Contract must be in effect at, or prior to,
commencement of work under this Contract. Failure to maintain the insurance
policies as required by this Contract, or to provide evidence of renewal, is a
material breach of contract.
21.7.3 All certificates required by this Contract shall be sent directly to the Department.
The State of Arizona project/contract number and project description shall be
noted on the certificate of insurance. The State of Arizona reserves the right to
require complete copies of all insurance policies required by this Contract at any
time.
21.8 Subcontractors
Contractor’s certificate(s) shall include all subcontractors as insureds under its policies or
Contractor shall be responsible for ensuring and/or verifying that all subcontractors have
valid and collectable insurance as evidenced by the certificates of insurance and
endorsements for each subcontractor. All coverages for subcontractors shall be subject to
the minimum Insurance Requirements identified above. The Department reserves the right
to require, at any time throughout the life of the Contract, proof from the Contractor that its
subcontractors have the required coverage.
21.9 Approval and Modifications
The Contracting Agency, in consultation with State Risk, reserves the right to review or
make modifications to the insurance limits, required coverages, or endorsements
throughout the life of this contract, as deemed necessary. Such action will not require a
formal Contract amendment but may be made by administrative action.
21.10 Exceptions
In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance
Requirements shall not apply. Such public entity shall provide a certificate of self-
insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.
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22 ADMINISTRATIVE FEE
Contractor shall pay the State an administrative fee against all Contract sales to Co-op Buyers,
as provided for under A.R.S. § 41-2633. The fee for goods and services provided under this
contract is 1.5% percent. On January 1, 2025, the administrative fee will increase to 2%. Rates
are set in accordance with State Procurement Office (SPO) Technical Bulletin (TB) 007,
available on SPO’s website, which may be revised at the State’s sole discretion as part of
Arizona
state
procurement
policy.
TB
007
may
be
found
here: https://spointra.az.gov/resources/procurement-regulations.
Failure
to
remit
the
administrative fees is a material breach of contract, and will entitle the State to its remedies
under Uniform Terms and Conditions Section 8, State’s Contractual Remedies, and its right to
terminate for default under Section 9, Contract Termination. Method of fee calculation, payment
procedures,
and
other
details
are
provided
on
the
State
Procurement
Office
website: https://spo.az.gov/.
23 USAGE REPORT
23.1 Administrative Fee Reporting
Contractor shall submit to ADOA‐SPO a Quarterly Report documenting all Contract
sales to both eligible State agencies and cooperative purchasing members, itemized
separately. A Quarterly Report shall be submitted even if there have been no sales.
The Contractor shall further itemize divisions, groups or areas within a given Eligible
Agency if they place Orders independently of each other.
Quarterly reports on transactions with cooperative purchasing members are required
to be filed with ADOA‐SPO. Failure to remit the administrative fees/usage reports is a
material breach of contract, and will entitle State to its remedies under Article 8 and its
right to terminate for default under Article 9. Method of calculation, payment
procedures, and other details are provided on the State Procurement Office website at
https://spo.az.gov/suppliers/usage-reporting.
23.2 ADOT Usage Report Requirements
The Contractor shall furnish ADOT a report showing all purchasing activity under this
contract upon request in the manner requested at the time of the request. Usage
reports shall be submitted to the Procurement Officer no later than 30 days after
receiving the request from the Department.
24
Contract Order of Precedence
In the event of a conflict in the provisions of the Contract, as accepted by the Department
and as they may be amended, the following shall prevail in the order set forth below:
Federal Terms and Conditions;
Special Terms and Conditions;
Uniform Terms and Conditions;
Statement or Scope of Work;
Specifications;
Attachments;
SPECIAL TERMS AND CONDITIONS
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Exhibits
Special Instructions to Offerors;
Uniform Instructions to Offerors; and
Other documents referenced or included in the Solicitation
25
LICENSES, PERMITS, CERTIFICATIONS
Contractor, at their expense, shall maintain in current status without any violations, complaints,
or suspensions during the term of this contract all Federal, State and Local licenses, permits
and certifications required for the operation of a business conducted by the Contractor.
26
SERIAL NUMBERS
Equipment supplied under this contract must contain an original manufacturer’s serial number.
Serial number may not be altered in any way. Throughout the contract term, the Department
reserves the right to reject any altered equipment.
27
POST AWARD MEETING
At the discretion of the Department, the Contractor, at their expense, shall attend and participate
in post award meetings as scheduled by the Procurement Officer.
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1.
Definition of Terms. As used in this Solicitation and any resulting Contract, the terms listed
below are defined as follows:
1.1.
―AI‖ means the science and engineering of making machines capable of
performing tasks that are typically associated with human intelligence, such as
learning and problem-solving, and includes without limitation: AI systems,
classic AI, external AI, generative AI, and large language model (LLM) AI.
1.2.
―Attachment‖ means any item the Solicitation which requires the Offeror to
submit as part of the Offer.
1.3.
―Contract‖ means the combination of the Solicitation, including the Instructions
to Offerors, the Uniform and Special Terms and Conditions, and the
Specifications and Statement or Scope of Work; the Offer and any Best
and Final Offers; and any Solicitation Amendments or Contract
Amendments.
1.4.
"Contract Amendment" means a written document signed by the
Procurement Officer that is issued for the purpose of making changes in
the Contract.
1.5.
―Contractor‖ means any person who has a Contract with the State.
1.6.
―Data‖ means recorded information, regardless of form or the media on
which it may be recorded. The term may include technical data and
computer software. The term does not include information incidental to
contract administration, such as financial, administrative, cost or pricing,
or management information.
1.7.
―Days‖ means calendar days unless otherwise specified.
1.8.
―Exhibit‖ means any item labeled as an Exhibit in the Solicitation or
placed in the Exhibits section of the Solicitation generally containing
maps, schematics, examples of reports, or other documents that will
be used to perform the requirements of the Scope of Work after contract
award.
1.9.
―Gratuity‖ means a payment, loan, subscription, advance, deposit of
money, services, or anything of more than nominal value, present or
promised, unless consideration of substantially equal or greater value is
received.
1.10.
―Materials‖ means all property, including equipment, supplies, printing,
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insurance and leases of property but does not include land, a
permanent interest in land or real property or leasing space.
1.11.
―Procurement Officer‖ means the person, or his or her designee, duly
authorized by the State to enter into and administer Contracts and make
written determinations with respect to the Contract.
1.12.
―Services‖ means the furnishing of labor, time or effort by a Contractor
or Subcontractor which does not involve the delivery of a specific end
product other than required reports and performance, but does not
include employment agreements or collective bargaining agreements.
1.13.
―State‖ means any department, commission, council, board, bureau,
committee, institution, agency, government corporation or other
establishment or official of the executive branch or corporation
commission of the State of Arizona that executes the Contract.
1.14.
―State Fiscal Year‖ means the period beginning with July 1 and ending
June 30.
1.15.
―Subcontract‖ means any Contract, express or implied, between the
Contractor and another party or between a Subcontractor and another
party delegating or assigning, in whole or in part, the making or
furnishing of any Materials or any Services required for the performance
of the Contract.
1.16.
―Subcontractor‖ means a person who contracts to perform work or
render Services to a Contractor or to another Subcontractor as a part of
a Contract with the State.
2.
Contract Interpretation
2.1.
Arizona Law. The Arizona law applies to this Contract including, where
applicable, the Uniform Commercial Code as adopted by the State of
Arizona and the Arizona Procurement Code, Arizona Revised Statutes
(A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona
Administrative Code (A.A.C.) Title 2, Chapter 7.
2.2.
Implied Contract Terms. Each provision of law and any terms required
by law to be in this Contract are a part of this Contract as if fully stated
in it.
2.3.
Contract Order of Precedence. In the event of a conflict in the provisions
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of the Contract, as accepted by the State and as they may be amended,
the following shall prevail in the order set forth below:
2.3.1.
Federal Transit Administration Federal Terms;
2.3.2.
Special Terms and Conditions;
2.3.3.
Uniform Terms and Conditions;
2.3.4.
Statement or Scope of Work;
2.3.5.
Specifications;
2.3.6.
Attachments;
2.3.7.
Exhibits;
2.3.8.
Special Instructions to Offerors;
2.3.9.
Uniform Instructions to Offerors; and
2.3.10. Any other documents referenced or included in the Solicitation
including, but not limited to, any Bid or Offer documents
provided by the Contractor that do not fall into one of the above
categories.
2.4.
Relationship of Parties. The Contractor under this Contract is an
independent Contractor. Neither party to this Contract shall be deemed
to be the employee or agent of the other party to the Contract.
2.5.
Severability. The provisions of this Contract are severable. Any term or
condition deemed illegal or invalid shall not affect any other term or
condition of the Contract.
2.6.
No Parol Evidence. This Contract is intended by the parties as a final
and complete expression of their agreement. No course of prior
dealings between the parties and no usage of the trade shall
supplement or explain any terms used in this document and no other
understanding either oral or in writing shall be binding.
2.7.
No Waiver. Either party’s failure to insist on strict performance of any
term or condition of the Contract shall not be deemed a waiver of that
term or condition even if the party accepting or acquiescing in the
nonconforming performance knows of the nature of the performance
and fails to object to it.
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3.
Contract Administration and Operation
3.1.
Records. Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain
and shall contractually require each Subcontractor to retain any and all
Data and other ―records‖ relating to the acquisition and performance of
the Contract for a period of five (5) years after the completion of the
Contract. All records shall be subject to inspection and audit by the State
at reasonable times. Upon request, the Contractor shall produce a legible
copy of any or all such records.
3.2.
Non-Discrimination. The Contractor shall comply with State Executive
Order Nos. 2023-09, 2023-01, 2009-09, and any and all other applicable
Federal and State laws, rules and regulations, including the Americans
with Disabilities Act. Contractor shall include these provisions in
contracts with Subcontractors when required by Federal or State law.
3.3.
Audit. Pursuant to A.R.S. § 35-214, at any time during the term of this
Contract and five (5) years thereafter, the Contractor’s or any
Subcontractor’s books and records shall be subject to audit by the State
and, where applicable, the Federal Government, to the extent that the
books and records relate to the performance of the Contract or
Subcontract.
3.4.
Facilities Inspection and Materials Testing. The Contractor agrees to
permit access to its facilities, Subcontractor facilities, and the Contractor’s
processes or services, at reasonable times for inspection of the facilities
or Materials covered under this Contract as required under A.R.S. § 41-
2547. The State shall also have the right to test, at its own cost, the
Materials to be supplied under this Contract. Neither inspection of the
Contractor’s facilities nor Materials testing shall constitute final
acceptance of the Materials or Services. If the State determines non-
compliance of the Materials, the Contractor shall be responsible for the
payment of all costs incurred by the State for testing and inspection.
3.5.
Notices. Notices to the Contractor required by this Contract shall be made
by the State to the person indicated on the Offer and Acceptance form
submitted by the Contractor unless otherwise stated in the Contract.
Notices to the State required by the Contract shall be made by the
Contractor to the Solicitation Contact Person indicated on the Solicitation,
stated in the Contract, or listed on the State’s eProcurement system. An
authorized
Procurement
Officer
and
an
authorized
Contractor
representative may change their respective person to whom notice shall
be given by written notice to the other and an amendment to the Contract
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shall not be necessary.
3.6.
Advertising, Publishing and Promotion of Contract. The Contractor shall
not use, advertise or promote information for commercial benefit
concerning this Contract without the prior written approval of the
Procurement Officer.
3.7.
Continuous Improvement. Contractor shall recommend continuous
improvements on an on-going basis in relation to any Materials and
Services offered under the Contract, with a view to reducing State costs
and improving the quality and efficiency of the provision of Materials or
Services. State may require Contractor to engage in continuous
improvements throughout the term of the Contract.
3.8.
Other Contractors. State may undertake on its own or award other
contracts to the same or other suppliers for additional or related work. In
such cases, the Contractor shall cooperate fully with State employees and
such other suppliers and carefully coordinate, fit, connect, accommodate,
adjust, or sequence its work to the related work by others. Where the
Contract requires handing-off Contractor’s work to others, Contractor shall
cooperate as State instructs regarding the necessary transfer of its work
product, Materials, Services, or records to State or the other suppliers.
Contractor shall not commit or permit any act that interferes with the
State’s or other suppliers’ performance of their work, provided that, State
shall enforce the foregoing section equitably among all its suppliers so as
not impose an unreasonable burden on any one of them.
3.9.
Ownership of Intellectual Property
3.9.1.
Rights In Work Product. All intellectual property originated or
prepared by Contractor pursuant to the Contract, including but not
limited
to,
inventions,
discoveries,
intellectual
copyrights,
trademarks,
trade
names,
trade
secrets,
technical
communications, records reports, computer programs and other
documentation or improvements thereto, including Contractor’s
administrative communications and records relating to the
Contract, are considered work product and Contractor’s property,
provided that, State has Government Purpose Rights to that work
product as and when it was delivered to State.
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3.9.2.
―Government Purpose Rights‖ are:
3.9.2.1.
the unlimited, perpetual, irrevocable, royalty free, non-
exclusive, worldwide right to use, modify, reproduce,
release, perform, display, sublicense, disclose and
create derivatives from that work product without
restriction for any activity in which State is a party;
3.9.2.2.
the right to release or disclose that work product to
third parties for any State government purpose; and
3.9.2.3.
the right to authorize those to whom it rightfully
releases or discloses that work product to use, modify,
release, create derivative works from the work product
for any State government purpose; such recipients
being understood to include the federal government,
the governments of other states, and various local
governments.
3.9.3.
―Government Purpose Rights‖ do not include any right to use,
modify, reproduce, perform, release, display, create derivative
works from or disclose that work product for any commercial
purpose, or to authorize others to do so.
3.9.4.
Joint Developments. The Contractor and State may each use
equally any ideas, concepts, know-how, or techniques developed
jointly during the course of the Contract, and may do so at their
respective discretion, without obligation of notice or accounting to
the other party.
3.9.5.
Pre-existing Material. All pre-existing software and other Materials
developed or otherwise obtained by or for Contractor or its
affiliates independently of the Contract or applicable Purchase
Orders are not part of the work product to which rights are
granted State under subparagraph 3.9.1 above, and will remain
the exclusive property of Contractor, provided that:
3.9.5.1.
any derivative works of such pre-existing Materials or
elements thereof that are created pursuant to the
Contract are part of that work product;
3.9.5.2.
any elements of derivative work of such pre-existing
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Materials that was not created pursuant to the
Contract are not part of that work product; and
3.9.5.3.
except as expressly stated otherwise, nothing in the
Contract is to be construed to interfere or diminish
Contractor’s or its affiliates’ ownership of such pre-
existing Materials.
3.9.6.
Developments Outside Of Contract. Unless expressly stated
otherwise in the Contract, this Section does not preclude
Contractor from developing competing Materials outside the
Contract, irrespective of any similarity to Materials delivered or to
be delivered to State hereunder.
3.10.
Property of the State. If there are any materials that are not covered by
Section 3.9 above created under this Contract, including but not limited to,
reports and other deliverables, these materials are the sole property of the
State. The Contractor is not entitled to a patent or copyright on those
materials and may not transfer the patent or copyright to anyone else. The
Contractor shall not use or release these materials without the prior written
consent of the State.
3.11.
Federal Immigration and Nationality Act. Contractor shall comply with all
federal, state and local immigration laws and regulations relating to the
immigration status of their employees during the term of the contract.
Further, Contractor shall flow down this requirement to all Subcontractors
utilized during the term of the contract. The State shall retain the right to
perform random audits of Contractor and Subcontractor records or to
inspect papers of any employee thereof to ensure compliance. Should the
State determine that the Contractor or any Subcontractors be found
noncompliant, the State may pursue all remedies allowed by law,
including, but not limited to: suspension of work, termination of the
contract for default and suspension or debarment of the contractor.
3.12.
E-Verify Requirements. In accordance with A.R.S. § 41-4401, Contractor
warrants compliance with all Federal immigration laws and regulations
relating to employees and warrants its compliance with Section A.R.S. §
23- 214, Subsection A.
3.13.
Offshore Performance of Work involving Data is Prohibited. Any Services
that are described in the specifications or scope of work that directly serve
the State of Arizona or its clients and involve access to Data shall be
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performed
within
the
defined
territories
of
the
United
States.
3.14.
Protection of State Cybersecurity Interests. The Contractor shall comply
with State Executive Order No. 2023-10, which includes, but is not limited
to, a prohibition against (a) downloading and installing of TikTok on all
State-owned and State-leased information technology; and (b) accessing
TikTok through State information technology.
3.15.
Artificial Intelligence (AI) Prohibitions. Consistent with State policy, if
Contractor supplies AI Services or Materials (either directly or through
Subcontractors or the sale of licenses), such as research, development,
training, implementation, deployment, maintenance, provision, or sale of
AI systems, then Contractor is prohibited from using State of Arizona
Materials or Data in generative AI queries or for building or training
proprietary generative AI programs unless explicitly approved in advance
by the State in writing.
3.15.1. Contractor shall also disclose the utilization of generative AI
before producing works owned by the State and/or integrating
generative AI into Materials or Services used by the State.
3.15.2. Contractor shall perform due diligence to ensure proper licensure
of model training data for all generative AI services throughout
the life of the Contract.
3.16.
Certifications Required by State Law.
3.16.1. If Contractor is a Company as defined in A.R.S. § 35-393,
Contractor certifies that it is not currently engaged in a boycott of
Israel as described in A.R.S. §§ 35-393 et seq. and will refrain from
any such boycott for the duration of this Contract.
3.16.2. Contractor further certifies that it shall comply with A.R.S. § 35-
394, regarding use of the forced labor of ethnic Uyghurs, as
applicable.
4.
Costs and Payments
4.1.
Payments. Payments shall comply with the requirements of A.R.S. Titles
35 and 41, Net 30 days. Upon receipt and acceptance of Materials or
Services, the Contractor shall submit a complete and accurate invoice for
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payment from the State within thirty (30) days.
4.2.
Delivery. Unless stated otherwise in the Contract, per A.R.S. § 47-2319,
all prices shall be F.O.B. (―free on board‖) Destination and shall include all
freight delivery and unloading at the destination.
4.3.
Firm, Fixed Price. Unless stated otherwise in the Special Terms and
Conditions of the Contract, all prices shall be firm-fixed-prices.
4.4.
Applicable Taxes
4.4.1.
Payment of Taxes. The Contractor shall be responsible for paying
all applicable taxes.
4.4.2.
State and Local Transaction Privilege Taxes. The State of
Arizona is subject to all applicable state and local transaction
privilege taxes. Transaction privilege taxes apply to the sale and
are the responsibility of the seller to remit. Failure to collect such
taxes from the buyer does not relieve the seller from its obligation
to remit taxes.
4.4.3.
Tax Indemnification. Contractor and all Subcontractors shall pay
all Federal, state and local taxes applicable to its operation and
any persons employed by the Contractor. Contractor shall, and
require all Subcontractors to hold the State harmless from any
responsibility for taxes, damages and interest, if applicable,
contributions required under Federal, and/or state and local laws
and regulations and any other costs including transaction
privilege taxes, unemployment compensation insurance, Social
Security and Worker’s Compensation.
4.4.4.
IRS W9 Form. In order to receive payment the Contractor shall
have a current I.R.S. W9 Form on file with the State of Arizona,
unless not required by law.
4.5.
Availability of Funds for the Next State Fiscal Year. Funds may not
presently be available for performance under this Contract beyond the
current State Fiscal Year. No legal liability on the part of the State for any
payment may arise under this Contract beyond the current State Fiscal
Year until funds are made available for performance of this Contract.
4.6.
Availability of Funds for the Current State Fiscal Year. Should the State
Legislature enter back into session and reduce the appropriations or for
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any reason and these Materials or Services are not funded, the State may
take any of the following actions:
4.6.1.
Accept a decrease in price offered by the Contractor;
4.6.2.
Cancel the Contract; or
4.6.3.
Cancel the Contract and re-solicit the requirements.
5.
Contract Changes
5.1.
Amendments. This Contract is issued under the authority of the
Procurement Officer who signed this Contract. The Contract may be
modified only through a Contract Amendment within the scope of the
Contract. Changes to the Contract, including the addition of Services or
Materials, the revision of payment terms, or the substitution of Services or
Materials, directed by a person who is not specifically authorized by the
Procurement Officer in writing or made unilaterally by the Contractor are
violations of the Contract and of applicable law. Such changes, including
unauthorized written Contract Amendments shall be void and without
effect, and the Contractor shall not be entitled to any claim under this
Contract based on those changes.
5.2.
Subcontracts. The Contractor shall not enter into any Subcontract under
this Contract for the performance of this Contract without the advance
written approval of the Procurement Officer as described in Arizona State
Procurement Office Standard Procedure 002. The Contractor shall clearly
list any proposed Subcontractors and the Subcontractor’s proposed
responsibilities. The Subcontract shall incorporate by reference the terms
and conditions of this Contract.
5.3.
Assignment and Delegation. The Contractor shall not assign any right nor
delegate any duty under this Contract without the prior written approval of
the Procurement Officer. The State shall not unreasonably withhold
approval.
6.
Risk and Liability
6.1.
Risk of Loss. The Contractor shall bear all loss of conforming Materials
covered under this Contract until received by authorized personnel at the
location designated in the purchase order or Contract. Mere receipt does
not constitute final acceptance. The risk of loss for nonconforming
Materials shall remain with the Contractor regardless of receipt.
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6.2.
Indemnification
6.2.1.
Contractor/Vendor Indemnification (Not Public Agency).To the
fullest extent permitted by law, Contractor shall defend,
indemnify, and hold harmless the State of Arizona, and its
departments,
agencies,
boards,
commissions,
universities,
officers, officials, agents, and employees (hereinafter referred to
as ―Indemnitee‖) from and against any and all claims, actions,
liabilities, damages, losses, or expenses (including court costs,
attorneys’ fees, and costs of claim processing, investigation and
litigation) (hereinafter referred to as ―Claims‖) for bodily injury or
personal injury (including death), or loss or damage to tangible or
intangible property caused, or alleged to be caused, in whole or in
part, by the negligent or willful acts or omissions of Contractor or
any of its owners, officers, directors, agents, employees or
Subcontractors. This indemnity includes any claim or amount
arising out of, or recovered under, the Workers’ Compensation
Law or arising out of the failure of such Contractor to conform to
any federal, state, or local law, statute, ordinance, rule,
regulation, or court decree. It is the specific intention of the
parties that the Indemnitee shall, in all instances, except for
Claims arising solely from the negligent or willful acts or
omissions of the Indemnitee, be indemnified by Contractor from
and against any and all claims. It is agreed that Contractor will be
responsible for primary loss investigation, defense, and judgment
costs where this indemnification is applicable. In consideration of
the award of this contract, the Contractor agrees to waive all
rights of subrogation against the State of Arizona, its officers,
officials, agents, and employees for losses arising from the work
performed by the Contractor for the State of Arizona. This
indemnity shall not apply if the Contractor or Subcontractor(s)
is/are an agency, board, commission or university of the State of
Arizona.
6.2.2.
Public Agency Language Only. Each party (as 'indemnitor')
agrees to indemnify, defend, and hold harmless the other party
(as 'indemnitee') from and against any and all claims, losses,
liability, costs, or expenses (including reasonable attorney's fees)
(hereinafter collectively referred to as 'claims') arising out of
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bodily injury of any person (including death) or property damage
but only to the extent that such claims which result in
vicarious/derivative liability to the indemnitee, are caused by the
act, omission, negligence, misconduct, or other fault of the
indemnitor,
its
officers,
officials,
agents,
employees,
or
volunteers.
6.3.
Indemnification - Patent and Copyright. The Contractor shall indemnify
and hold harmless the State against any liability, including costs and
expenses, for infringement of any patent, trademark or copyright arising
out of Contract performance or use by the State of Materials furnished or
work performed under this Contract. The State shall reasonably notify the
Contractor of any claim for which it may be liable under this paragraph. If
the Contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this
paragraph shall not apply.
6.4.
Force Majeure.
6.4.1.
Except for payment of sums due, neither the Contractor nor State
shall be liable to the other nor deemed in default under this
Contract if and to the extent that such party’s performance of this
Contract is prevented by reason of force majeure. The term ―force
majeure‖ means an occurrence that is beyond the control of the
party affected and occurs without its fault or negligence. Without
limiting the foregoing, force majeure includes: acts of God, acts of
the public enemy, war, riots, strikes, mobilization, labor disputes,
civil disorders, fire, flood, lockouts, injunctions-intervention-acts,
failures or refusals to act by government authority, and other
similar occurrences beyond the control of the party declaring
force majeure which such party is unable to prevent by exercising
reasonable diligence.
6.4.2.
Force Majeure shall not include the following occurrences:
6.4.2.1.
Late delivery of equipment, Materials, or Services
caused by congestion at a manufacturer’s plant or
elsewhere, or an oversold condition of the market;
6.4.2.2.
Late performance by a Subcontractor unless the delay
arises out of a force majeure occurrence in
accordance with this force majeure term and condition;
or
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6.4.2.3.
Inability of either the Contractor or any Subcontractor
to acquire or maintain any required insurance, bonds,
licenses or permits.
6.4.3.
If either the Contractor or State is delayed at any time in the
progress of the work by force majeure, the delayed party shall
notify the other party in writing of such delay, as soon as is
practicable and no later than the following working day, of the
commencement thereof and shall specify the causes of such
delay in such notice. Such notice shall be delivered or mailed
certified-return receipt and shall make a specific reference to this
article, thereby invoking its provisions. The delayed party shall
cause such delay to cease as soon as practicable and shall notify
the other party in writing when it has done so. The time of
completion shall be extended by Contract Amendment for a
period of time equal to the time that results or effects of such
delay prevent the delayed party from performing in accordance
with this Contract.
6.4.4.
Any delay or failure in performance by either party hereto shall
not constitute default hereunder or give rise to any claim for
damages or loss of anticipated profits if, and to the extent that
such delay or failure is caused by force majeure.
6.5.
Third Party Antitrust Violations. The Contractor assigns to the State any
claim for overcharges resulting from antitrust violations to the extent that
those violations concern Materials or Services supplied by third parties to
the Contractor, toward fulfillment of this Contract.
7.
Warranties
7.1.
Liens. The Contractor warrants that the Materials supplied under this
Contract are free of liens and shall remain free of liens.
7.2.
Quality. Unless otherwise modified elsewhere in the Special Terms and
Conditions, the Contractor warrants that, for one (1) year after acceptance
by the State of the Materials, they shall be:
7.2.1.
If a quality to pass without objection in the trade under the
Contract description;
7.2.2.
Fit for the intended purposes for which the Materials are used;
7.2.3.
Within the variations permitted by the Contract and are of even
kind, quantity, and quality within each unit and among all units;
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7.2.4.
Adequately contained, packaged, and marked as the Contract may
require; and
7.2.5.
Conform to the written promises or affirmations of fact made by the
Contractor.
7.3.
Conformity to Requirements.
7.3.1.
Contractor warrants that, unless expressly provided otherwise
elsewhere in the Contract, the Materials and Services will for one
(1) year after acceptance and in each instance:
7.3.1.1.
Conform to the requirements of the Contract, which by
way of reminder include without limitation all
descriptions, specifications, and drawings identified in
the Scope of Work and any and all Contractor
affirmations included as part of the Contract;
7.3.1.2.
Be free from defects of material and workmanship;
7.3.1.3.
Conform to or perform in a manner consistent with
current industry standards; and
7.3.1.4.
Be fit for the intended purpose or use described in the
Contract.
7.3.2.
Mere delivery or performance does not substitute for express
acceptance by the State. Where inspection, testing, or other
acceptance assessment of Materials or Services cannot be done
until after installation or invoicing, the forgoing warranty will not
begin until State’s explicit acceptance of the Materials or
Services.
7.4.
Inspection/Testing. The warranties set forth in this Section 7 [Warranties]
are not affected by inspection or testing of or payment for the Materials or
Services by the State.
7.5.
Contractor Personnel. Contractor warrants that its personnel will perform
their duties under the Contract in a professional manner, applying the
requisite skills and knowledge, consistent with industry standards, and in
accordance with the requirements of the Contract. Contractor further
warrants that its key personnel will maintain any and all certifications
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relevant to their work, and Contractor shall provide individual evidence of
certification to State’s authorized representatives upon request.
7.6.
Compliance With Applicable Laws. The Materials and Services supplied
under this Contract shall comply with all applicable federal, state, and
local laws and policies (including, but not limited to, information
technology policies, standards, and procedures available on the State’s
website and/or the website of any department, commission, council,
board, bureau, committee, institution, agency, government corporation or
other establishment or official of the executive branch or corporation
commission of the State of Arizona). Federal requirements may be
incorporated into this Contract, if required, pursuant to A.R.S. § 41-2637.
Contractor shall maintain any and all applicable license and permit
requirements. This requirement includes, but is not limited to, any and all
Arizona state statutes that impact state contracts, regardless of whether
those statutory references have been removed during the course of
contract negotiations; this is notice to Contractors that the State does not
have the authority to modify Arizona state law by contract.
7.7.
Intellectual Property. Contractor warrants that the Materials and Services
do not and will not infringe or violate any patent, trademark, copyright,
trade secret, or other intellectual property rights or laws, except only to the
extent the Specifications do not permit use of any other product and
Contractor is not and cannot reasonably be expected to be aware of the
infringement or violation.
7.8.
Licenses and Permits. Contractor warrants that it will maintain all licenses
required to fully perform its duties under the Contract and all required
permits valid and in force.
7.9.
Operational Continuity. Contractor warrants that it will perform without
relief notwithstanding being sold or acquired; no such event will operate to
mitigate or alter any of Contractor’s duties hereunder absent a
consented delegation under paragraph 5.3 [Assignment and Delegation]
that expressly recognizes the event.
7.10.
Performance in Public Health Emergency. Contractor warrants that it will:
7.10.1. Have in effect, promptly after commencement, a plan for
continuing performance in the event of a declared public health
emergency that addresses, at a minimum:
7.10.1.1. Identification of response personnel by name;
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7.10.1.2. Key succession and performance responses in the
event of sudden and significant decrease in
workforce; and
7.10.1.3. Alternative avenues to keep sufficient product on hand
or in the supply chain.
7.10.2. Provide a copy of its current plan to State within three (3)
business days after State’s written request. If Contractor claims
relief under paragraph 6.4 [Force Majeure] for an occurrence of
force majeure that is a declared public health emergency, then
that relief will be conditioned on Contractor having first
implemented its plan and exhausted all reasonable opportunity
for that plan implementation to overcome the effects of that
occurrence, or mitigate those effects to the extent that
overcoming entirely is not practicable.
7.10.3. A request from the State related to this paragraph 7.10 does not
necessarily indicate that there has been an occurrence of force
majeure, and the Contractor will not be entitled to any additional
compensation or extension of time by virtue of having to
implement a plan.
7.10.4. Failure to have or implement an appropriate plan will be a
material breach of contract.
7.11.
Lobbying
7.11.1. Prohibition. Contractor warrants that it will not engage in lobbying
activities, as defined in 40 Code of Federal Regulations (CFR)
part 34 and A.R.S. § 41-1231, et seq., using monies awarded
under the Contract, provided that, the foregoing does not intend
to constrain Contractor's use of its own monies or property,
including without limitation any net proceeds duly realized under
the Contract or any value thereafter derived from those proceeds;
and upon award of the Contract, it will disclose all lobbying
activities to State to the extent they are an actual or potential
conflict of interest or where such activities could create an
appearance of impropriety. Contractor shall implement and
maintain adequate controls to assure compliance with above.
Contractor shall obtain an equivalent warranty from all
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Subcontractors and shall include an equivalent no-lobbying
provision in all Subcontracts.
7.11.2. Exception. This paragraph 7.11 does not apply to the extent that
the Services are defined in the Contract as being lobbying for
State’s benefit or on State’s behalf.
7.12.
Covered Telecommunications or Services. Contractor warrants that the
Materials and Services rendered under this Agreement will not require
Contractor to use for the State, or provide to the State to use, "covered
telecommunications equipment or Services" as a substantial or essential
component of any system, or as critical technology as part of any system,
within the meaning of Federal Acquisition Regulation (―FAR‖) Section
52.204-25.
7.13.
Debarment, Suspension, U.S. Government Restricted Party Lists.
Contractor warrants that it is not, and its Subcontractors are not, on the
U.S. government’s Denied Parties List, the Unverified List, the Entities
List, the Specially Designated Nationals and Blocked Parties List, and
neither the Contractor nor any Subcontractors are presently debarred,
suspended, proposed for debarment or otherwise declared ineligible for
award of federal contracts or participation in federal assistance programs
or activities.
7.14.
False Statements. Contractor represents and warrants that all statements
and information Contractor prepared and submitted in response to the
Solicitation or as part of the Contract documents are current, complete,
true, and accurate. If the Procurement Officer determines that Contractor
submitted an Offer or Bid with a false statement, or makes material
misrepresentations during the performance of the Contract, the
Procurement Officer may determine that Contractor has materially
breached the Contract and may void the submitted Offer or Bid and any
resulting Contract.
7.15.
Survival of Rights and Obligations after Contract Expiration or Termination.
7.15.1. Survival of Warranty. All representations and warranties made by
Contractor under the Contract will survive the expiration or earlier
termination of the Contract.
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7.15.2. Contractor's Representations and Warranties. All representations
and warranties made by the Contractor under this Contract shall
survive the expiration or termination hereof. In addition, the
parties hereto acknowledge that pursuant to A.R.S. § 12-510,
except as provided in A.R.S. § 12- 529, the State is not subject to
or barred by any limitations of actions prescribed in A.R.S., Title
12, Chapter 5.
7.15.3. Purchase Orders. The Contractor shall, in accordance with all
terms and conditions of the Contract, fully perform and shall be
obligated to comply with all purchase orders received by the
Contractor prior to the expiration or termination hereof, unless
otherwise directed in writing by the Procurement Officer,
including, without limitation, all purchase orders received prior to
but not fully performed and satisfied at the expiration or
termination of this Contract.
8.
State's Contractual Remedies
8.1.
Right to Assurance. If the State in good faith has reason to believe that
the Contractor does not intend to, or is unable to perform or continue
performing under this Contract, the Procurement Officer may demand in
writing that the Contractor give a written assurance of intent to perform.
Failure by the Contractor to provide written assurance within the number
of Days specified in the demand may, at the State’s option, be the basis
for terminating the Contract under the Uniform Terms and Conditions or
other rights and remedies available by law or provided by the contract.
8.2.
Stop Work Order.
8.2.1.
The State may, at any time, by written order to the Contractor,
require the Contractor to stop all or any part of the work called for
by this Contract for period(s) of days indicated by the State after
the order is delivered to the Contractor. The order shall be
specifically identified as a stop work order issued under this
clause. Upon receipt of the order, the Contractor shall
immediately comply with its terms and take all reasonable steps
to minimize the incurrence of costs allocable to the work covered
by the order during the period of work stoppage.
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8.2.2.
If a stop work order issued under this clause is canceled or the
period of the order or any extension expires, the Contractor shall
resume work. The Procurement Officer shall make an equitable
adjustment in the delivery schedule or Contract price, or both,
and the Contract shall be amended in writing accordingly.
8.3.
Non-exclusive Remedies. The rights and the remedies of the State under
this Contract are not exclusive.
8.4.
Nonconforming Tender. Materials or Services supplied under this Contract
shall fully comply with the Contract. The delivery of Materials or Services
or a portion of the Materials or Services that do not fully comply
constitutes a breach of contract. On delivery of nonconforming Materials
or Services, the State may terminate the Contract for default under
applicable termination clauses in the Contract, exercise any of its rights
and remedies under the Uniform Commercial Code, or pursue any other
right or remedy available to it.
8.5.
Right of Offset. The State shall be entitled to offset against any sums due
the Contractor, any expenses or costs incurred by the State, or damages
assessed by the State concerning the Contractor’s non-conforming
performance or failure to perform the Contract, including expenses, costs
and damages described in the Uniform Terms and Conditions.
9.
Contract Termination
9.1.
Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, the
State may cancel this Contract within three (3) years after Contract
execution without penalty or further obligation if any person significantly
involved in initiating, negotiating, securing, drafting or creating the
Contract on behalf of the State is or becomes at any time while the
Contract or an extension of the Contract is in effect an employee of or a
consultant to any other party to this Contract with respect to the subject
matter of the Contract. The cancellation shall be effective when the
Contractor receives written notice of the cancellation unless the notice
specifies a later time. If the Contractor is a political subdivision of the
State, it may also cancel this Contract as provided in A.R.S. § 38-511.
9.2.
Gratuities. The State may, by written notice, terminate this Contract, in
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whole or in part, if the State determines that employment or a Gratuity was
offered or made by the Contractor or a representative of the Contractor to
any officer or employee of the State with the purpose of influencing the
outcome of the procurement or securing the Contract, an amendment to
the Contract, or favorable treatment concerning the Contract, including the
making of any determination or decision about contract performance. The
State, in addition to any other rights or remedies, shall be entitled to
recover exemplary damages in the amount of three (3) times the value of
the Gratuity offered by the Contractor.
9.3.
Suspension or Debarment. The State may, by written notice to the
Contractor, immediately terminate this Contract if the State determines
that the Contractor has been debarred, suspended or otherwise lawfully
prohibited from participating in any public procurement activity, including
but not limited to, being disapproved as a Subcontractor of any public
procurement unit or other governmental body. Submittal of an offer or
execution of a contract shall attest that the Contractor is not currently
suspended or debarred. If the Contractor becomes suspended or
debarred, the Contractor shall immediately notify the State.
9.4.
Termination for Convenience. The State reserves the right to terminate
the Contract, in whole or in part at any time when in the best interest of
the State, without penalty or recourse. Upon receipt of the written notice,
the Contractor shall stop all work, as directed in the notice, notify all
Subcontractors of the effective date of the termination and minimize all
further costs to the State. In the event of termination under this paragraph,
all documents, Data and reports prepared by the Contractor under the
Contract shall become the property of and be delivered to the State upon
demand. The Contractor shall be entitled to receive just and equitable
compensation for work in progress, work completed, and Materials or
Services accepted before the effective date of the termination. The cost
principles and procedures provided in A.R.S. § 41-2543 and A.A.C. Title 2,
Chapter 7, Article 7, shall apply.
9.5.
Termination for Default.
9.5.1.
In addition to the rights reserved in the contract, the State may
terminate the Contract in whole or in part due to the failure of the
Contractor to comply with any term or condition of the Contract, to
acquire and maintain all required insurance policies, bonds,
licenses and permits, or to make satisfactory progress in
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performing the Contract. The Procurement Officer shall provide
written notice of the termination and the reasons for it to the Contractor.
9.5.2.
Upon termination under this paragraph, all goods, Materials,
documents, Data, and reports prepared by the Contractor under the
Contract shall become the property of and be delivered to the State on
demand.
9.5.3.
The State may, upon termination of this Contract, procure, on terms
and in the manner that it deems appropriate, Materials or Services to
replace those under this Contract. The Contractor shall be liable to the
State for any excess costs incurred by the State in procuring Materials
or Services in substitution for those due from the Contractor.
9.6.
Continuation of Performance Through Termination. The Contractor shall
continue to perform, in accordance with the requirements of the Contract, up to
the date of termination, as directed in the termination notice.
10.
Contract Claims
All contract claims or controversies under this Contract shall be resolved according to A.R.S.
Title 41, Chapter 23, Article 9, and rules adopted thereunder.
11.
Arbitration
The parties to this Contract agree to resolve all disputes arising out of or relating to this
Contract through arbitration, after exhausting applicable administrative review, to the extent
required by A.R.S. § 12-1518, except as may be required by other applicable statutes
(A.R.S. Title 41).
FEDERAL PROVISIONS
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1. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
The following provisions include, in part, certain Standard Terms and Conditions required by
DOT, whether or not expressly set forth in the preceding contract provisions. All contractual
provisions required by DOT, as set forth in FTA Circular 4220 available at:
https://www.transit.dot.gov/regulations-and-guidance/fta-circulars/third-party-contracting-
guidance are hereby incorporated by reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. The Contractor shall not perform
any act, fail to perform any act, or refuse to comply with any (name of grantee) requests
which would cause (name of grantee) to be in violation of the FTA terms and conditions.
The Federal Terms and Conditions under this Contract shall be incorporated in any sub-
contractor, or lower-tier agreement for any federally-funded task assignment / project
awarded under this Contract.
2. NO GOVERNMENT OBLIGATIONS TO THIRD PARTIES
The Department and Contractor acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the Federal Government, the
Federal Government is not a party to this contract and shall not be subject to any obligations
or liabilities to the Department, Contractor, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the underlying contract.
The Contractor agrees to include the above clause in each subcontract financed in whole or
in part with Federal assistance provided by the Federal Funding Agency. It is further agreed
that the clause shall not be modified, except to identify the subcontractor who will be subject
to its provisions.
3. NOTICE TO FTA AND U.S. DOT INSPECTOR GENERAL OF INFORMTION RELATED
TO FRAUD, WASTE, ABUSE , OR OTHER LEGAL MATTERS
If a current or prospective legal matter that may affect the Federal Government emerges, the
Recipient must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the
Region in which the Recipient is located. The Recipient must include a similar notification
requirement in its Third Party Agreements and must require each Third Party Participant to
include an equivalent provision in its sub-agreements at every tier, for any agreement that is
a ―covered transaction‖ according to 2 C.F.R. §§ 180.220 and 1200.220.
(1) The types of legal matters that require notification include, but are not limited to, a major
dispute, breach, default, litigation, or naming the Federal Government as a party to
litigation or a legal disagreement in any forum for any reason.
(2) Matters that may affect the Federal Government include, but are not limited to, the
Federal Government’s interests in the Award, the accompanying Underlying
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Agreement, and any Amendments thereto, or the Federal Government’s administration
or enforcement of federal laws, regulations, and requirements.
(3) The Recipient must promptly notify the U.S. DOT Inspector General in addition to the
FTA Chief Counsel or Regional Counsel for the Region in which the Recipient is
located, if the Recipient has knowledge of potential fraud, waste, or abuse occurring on
a Project receiving assistance from FTA. The notification provision applies if a person
has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729
et seq., or has or may have committed a criminal or civil violation of law pertaining to
such matters as fraud, conflict of interest, bribery, gratuity, or similar misconduct. This
responsibility occurs whether the Project is subject to this Agreement or another
agreement between the Recipient and FTA, or an agreement involving a principal,
officer, employee, agent, or Third Party Participant of the Recipient. It also applies to
subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not
limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law
enforcement or other investigative agency, a criminal indictment or civil complaint, or
probable cause that could support a criminal indictment, or any other credible
information in the possession of the Recipient.
4. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED
ACTS
Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended, 31 USC 3801 et seq. and USDOT regulations, "Program Fraud Civil
Remedies," 49 CFR 31, apply to its actions pertaining to this project. Upon execution of the
underlying contract, contractor certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the
underlying contract or FTA assisted project for which this contract work is being performed.
In addition to other penalties that may be applicable, contractor further acknowledges that if
it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submittal,
or certification, the US Government reserves the right to impose the penalties of the
Program Fraud Civil Remedies Act (1986) on contractor to the extent the US Government
deems appropriate.
The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious,
or fraudulent claim, statement, submission, or certification to the Federal Government under
a contract connected with a project that is financed in whole or in part with Federal
assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the
Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. §
5307(n)(1) (5323(I)) on the Contractor, to the extent the Federal Government deems
appropriate.
Contractor shall include the above two clauses in each subcontract financed in whole or in
part with FTA assistance. The clauses shall not be modified, except to identify the
subcontractor who will be subject to the provisions.
5. ACCESS TO RECORDS AND REPORTS
FEDERAL PROVISIONS
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The following access to records requirements apply to this Contract:
1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a
sub-grantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor
shall - provide the Purchaser, the FTA, the US Comptroller General or their authorized
representatives access to any books, documents, papers and contractor records which
are pertinent to this contract for the purposes of making audits, examinations, excerpts
and transcriptions. Contractor shall also , pursuant to 49 C. F. R. 633.15, provide
authorized FTA representative including any PMO Contractor access to Contractor's
records and construction sites pertaining to a capital project, defined at 49 U.S.C.
5302(a)1, which is receiving assistance through the programs described at 49 U.S.C.
5307, 5309 or 5311.
2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA
Recipient in accordance with 49 C.F.R. 633.15, Contractor shall provide the Purchaser,
authorized FTA representatives, including any PMO Contractor, access to the
Contractor's records and construction sites pertaining to a major capital project, defined
at 49 U.S.C. 5302(a)1, which receives FTA assistance through the programs described
at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes
contracts of less than the simplified acquisition threshold currently set at $250,000.00.
3. Where the Purchaser enters into a negotiated contract for other than a small purchase or
under the simplified acquisition threshold and is an institution of higher education, a
hospital or other non- profit organization and is the FTA Recipient or a subgrantee of the
FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor shall provide the
Purchaser, FTA, the US Comptroller General or their authorized representatives with
access to any books, documents, papers and record of the Contractor which are directly
pertinent to this contract for the purposes of making audits, examinations, excerpts and
transcriptions.
4. Where a Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in
accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or
improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the
Contractor shall make available records related to the contract to the Purchaser, the
Secretary of USDOT and the US Comptroller General or any authorized officer or
employee of any of them for the purposes of conducting an audit and inspection.
5. Contractor shall permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
6. The Contractor shall retain, and shall require its subcontractors at all tiers, all books,
records, accounts and reports required under this contract for a period of not less than
five years after the date of termination or expiration of this contract, except in the event
of litigation or settlement of claims arising from the performance of this contract, in which
case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the
Comptroller General, or any of their duly authorized representatives, have disposed of all
such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR
18.39(i)(11).
FEDERAL PROVISIONS
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6. TERMS OF THE MASTER AGREEMENT AND COMPLIANCE
Contractor shall at all times comply with all applicable Federal Funding Agency laws,
regulations, policies, procedures and directives, including without limitation those listed
directly
or
by
reference
in
the
Master
Agreement,
available
at
https://www.transit.dot.gov/funding/grantee-resources/sample-fta-agreements/fta-grant-
agreements, between the Department and FTA, as they may be amended or promulgated
from time to time during the term of this contract. This Master Agreement does not have an
Expiration Date. This Master Agreement continues to apply to the Recipient and its
Underlying Agreement, until modified or superseded by a more recently enacted or issued
applicable federal law, regulation, requirement, or guidance, or amendment to this Master
Agreement or the Underlying Agreement. To assure compliance the Recipient must take
measures to assure that other participants in its Underlying Agreements (e.g., Third Party
Participants) comply. Contractor's failure to so comply shall constitute a material breach of
this contract.
All contractual provisions required by the U.S. Department of Transportation are hereby
incorporated by reference.
7. CIVIL RIGHTS LAWS AND REQUIREMENTS
The following Federal Civil Rights laws and regulations apply to all contracts.
The Contractor and any subcontractor agree to comply with all the requirements prohibiting
discrimination on the basis of race, color, or national origin of the Title VI of the Civil Rights
Action of 1964, as amended 52 U.S.C 2000d, and U.S. DOT regulation ―Nondiscrimination
in Federally Assisted Programs of the Department of Transportation – Effectuation of the
Title VI of the Civil rights Act, ―49 C.F. R. Part 21 and any implementing requirement FTA
may issue.
1 Federal Equal Employment Opportunity (EEO) Requirements. These include, but
are not limited to:
a)
Nondiscrimination in Federal Public Transportation Programs. 49 U.S.C. § 5332,
covering projects, programs, and activities financed under 49 U.S.C. Chapter 53,
prohibits discrimination on the basis of race, color, religion, national origin, sex
(including sexual orientation), disability, or age, and prohibits discrimination in
employment or business opportunity.
b)
Prohibition against Employment Discrimination. Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. § 2000e, Title VI of the Civil Rights Act of 1964,‖
49 CFR Part 21, and 49 U.S.C. § 5332, prohibits discrimination in employment
on the basis of race, color, religion, sex, or national origin.
2 Nondiscrimination on the Basis of Sex. Title IX of the Education Amendments of 972,
as amended, 20 U.S.C. § 1681 et seq. and implementing Federal regulations,
Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving
Federal Financial Assistance,‖ 49 C.F.R. part 25 prohibit discrimination on the basis of
sex.
FEDERAL PROVISIONS
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3 Nondiscrimination on the Basis of Age. The ―Age Discrimination Act of 1975,‖ as
amended, 42 U.S.C. § 6101 et seq., and Department of Health and Human Services
implementing regulations, ―Nondiscrimination on the Basis of Age in Programs or
Activities Receiving Federal Financial Assistance,‖ 45 C.F.R. part 90, prohibit
discrimination by participants in federally assisted programs against individuals on the
basis of age. The Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et
seq., and Equal Employment Opportunity Commission (EEOC) implementing
regulations, ―Age Discrimination in Employment Act,‖ 29 C.F.R. part 1625, also prohibit
employment discrimination against individuals age 40 and over on the basis of age.
4 Federal Protections for Individuals with Disabilities. The Americans with Disabilities
Act of 1990, as amended (ADA), 42 U.S.C. § 12101 et seq., prohibits discrimination
against qualified individuals with disabilities in programs, activities, and services, and
imposes specific requirements on public and private entities. Third party contractors
must comply with their responsibilities under Titles I, II, III, IV, and V of the ADA in
employment, public services, public accommodations, telecommunications, and other
provisions, many of which are subject to regulations issued by other Federal agencies.
Civil Rights and Equal Opportunity
The Agency is an Equal Opportunity Employer. As such, the Agency agrees to comply with
all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent
requirements imposed by Federal laws or regulations, the Agency agrees to comply with the
requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by
FTA to support procurements using exclusionary or discriminatory specifications. Under this
Contract, the Contractor shall at all times comply with the following requirements and shall
include these requirements in each subcontract entered into as part thereof.
1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the
Contractor agrees that it will not discriminate against any employee or applicant for
employment because of race, color, religion, national origin, sex, disability, or age. In
addition, the Contractor agrees to comply with applicable Federal implementing
regulations and other implementing requirements FTA may issue.
2. Equal Employment Opportunity. In accordance with Title VII of the Civil Rights Act, as
amended, 42 U.S.C. § 2000e et seq., Title I of the Americans with Disabilities Act of
1990, as amended, 42 U.S.C. §§ 12101, et seq.; and Federal transit laws at 49 U.S.C. §
5332, the Contractor agrees to comply with all applicable equal employment opportunity
requirements, without regard to their race, color, religion, national origin, or sex
(including sexual orientation). In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§
21634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, ―Age
Discrimination in Employment Act,‖ 29 C.F.R. part 1625, the Age Discrimination Act of
1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services
regulations, ―Nondiscrimination on the Basis of Age in Programs or Activities Receiving
FEDERAL PROVISIONS
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Federal Financial Assistance,‖ 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. §
5332, the Contractor agrees to refrain from discrimination against present and
prospective employees for reason of age. In addition, the Contractor agrees to comply
with any Implementing requirements FTA may issue.
4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as
amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42
U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §
4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it
will not discriminate against individuals on the basis of disability. In addition, the
contractor agrees to comply with any implementing requirements FTA may issue.
5. Federal Law and Public Policy Requirements. The Contractor shall ensure that
Federal funding is expended in full accordance with the U.S. Constitution, Federal Law,
and statutory and public policy requirements: including, but not limited to, those
protecting free speech, religious liberty, public welfare, the environment, and prohibiting
discrimination; and the Recipient will cooperate with Federal officials in the enforcement
of Federal law, including cooperating with and not impeding U.S. Immigration and
Customs Enforcement (ICE) and other Federal offices and components of the
Department of Homeland Security in the enforcement of Federal immigration law.
8. TERMINATION
Termination of the contract shall be in accordance with the Uniform Terms and Conditions,
Section 9, paragraph 9.1 through 9.6.
9. DEBARMENT OR SUSPENSION
This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the
contractor is required to verify that none of the contractor, its principals, as defined at 49
CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as
defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29,
Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any
lower tier covered transaction it enters into.
As such, the Contractor shall verify that its principals, affiliates, and subcontractors are
eligible to participate in this federally funded contract and are not presently declared by
any Federal department or agency to be:
a) Debarred from participation in any federally assisted Award;
b) Suspended from participation in any federally assisted Award;
c) Proposed for debarment from participation in any federally assisted Award;
d) Declared ineligible to participate in any federally assisted Award;
e) Voluntarily excluded from participation in any federally assisted Award; or
f) Disqualified from participation in ay federally assisted Award.
By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:
FEDERAL PROVISIONS
Solicitation No: BPM007074
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Page 57 of 96
The certification in this clause is a material representation of fact relied upon by the
Department. If it is later determined that the bidder or proposer knowingly rendered an
erroneous certification, in addition to remedies available to the Department, the Federal
Government may pursue available remedies, including but not limited to suspension
and/or debarment. The bidder or proposer agrees to comply with the requirements of 49
CFR 29, Subpart C while this offer is valid and throughout the period of any contract that
may arise from this offer. The bidder or proposer further agrees to include a provision
requiring such compliance in its lower tier covered transactions.
10. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT)
The Contractor agrees to the following:
(1) It will comply with the requirements of 2 C.F.R. part 180, subpart C, as adopted and
supplemented by U.S. DOT regulations at 2 C.F.R. part 1200, which include the
following:
a. It will not enter into any arrangement to participate in the development or
implementation of the Project with any Third Party Participant that is debarred or
suspended except as authorized by: 1 U.S. DOT regulations, ―Nonprocurement
Suspension and Debarment,‖ 2 C.F.R. part 1200, 2 U.S. OMB, ―Guidelines to
Agencies on Government wide Debarment and Suspension (Nonprocurement),‖
2 C.F.R. part 180, including any amendments thereto, and 3 Executive Orders
Nos. 12549 and 12689, ―Debarment and Suspension,‖ 31 U.S.C. § 6101 note,
b. It will review the U.S. GSA ―System for Award Management,‖ https://sam.gov/ if
required by U.S. DOT regulations, 2 C.F.R. part 1200, and
c. It will include, and require each of its Third Party Participants to include, a similar
provision in each lower tier covered transaction, ensuring that each lower tier
Third Party Participant:
(1) Will comply with Federal debarment and suspension requirements, and
reviews the ―System for Award Management‖ at https://sam.gov/ if
necessary to comply with U.S. DOT regulations, 2 C.F.R. part 1200, and If
the Department suspends, debars, or takes any similar action against a Third
Party Participant or individual, the Department will provide immediate written
notice to the:
(a) FTA Regional Counsel for the Region in which the Recipient is located or
implements the Project,
(b) FTA Project Manager if the Project is administered by an FTA
Headquarters Office, or
(c) FTA Chief Counsel.
11. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT
FEDERAL PROVISIONS
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 58 of 96
Contractor shall comply with all applicable standards, orders or regulations issued pursuant
to the Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq. Contractor
shall report each violation to the recipient and understands and agrees that the recipient
shall, in turn, report each violation as required to FTA and the appropriate EPA Regional
Office. Contractor shall include these requirements in each subcontract exceeding $250,000
financed in whole or in part with FTA assistance.
Clean Air
(1) The contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401
et seq.
(2) The contractor agrees to report each violation to the Department and
understands and agrees that the Department will, in turn, report each violation as
required to assure notification to the Federal Transit Administration, Federal
Emergency Management Agency, and the appropriate Environmental Protection
Agency Regional Office.
(3) The contractor agrees to include these requirements in each subcontract
exceeding $150,000 financed in whole or in part with Federal assistance
provided by FTA.
Federal Water Pollution Control Act
(1) The contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Federal Water Pollution Control Act, as
amended, 33 U.S.C. § 1251 et seq.
(2) The contractor agrees to report each violation to the Department and
understands and agrees that the Department will, in turn, report each violation as
required to assure notification to the Federal Transit Administration, Federal
Emergency Management Agency, and the appropriate Environmental Protection
Agency Regional Office.
(3) The contractor agrees to include these requirements in each subcontract
exceeding $250,000 financed in whole or in part with Federal assistance
provided by FTA.
12. BUY AMERICA
In any task assignment / project for construction, acquisition of goods, or rolling stock valued
at more than $150,000, The contractor agrees to comply with 49 U.S.C. 5323(j) and 49
C.F.R. part 661 and § 200.322 Domestic preferences for procurements, which provide that
Federal funds may not be obligated unless all steel, iron, and manufactured products used
in FTA funded projects are produced in the United States, unless a waiver has been granted
by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R.
FEDERAL PROVISIONS
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§ 661.7. , and include software, microcomputer equipment and small purchases (currently
less than $150,000) made with capital, operating, or planning funds.
Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R.
§ 661.11.
Rolling stock must be manufactured in the US and have a minimum 65% domestic content
for FY2019 and a minimum 70% domestic content for FY2020 and beyond. A bidder or
offeror shall submit appropriate Buy America certification to the recipient with all bids on
FTA- funded contracts, except those subject to a general waiver. Proposals not
accompanied by a completed Buy America certification shall be rejected as nonresponsive.
This requirement does not apply to lower tier subcontractors.
13. VIOLATION AND BREACH OF CONTRACT
The duties and obligations imposed by the Contract Documents and the rights and remedies
available thereunder shall be in addition to and not a limitation of any duties, obligations,
rights and remedies otherwise imposed or available by law. No action or failure to act by the
(Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded
any of them under the Contract, nor shall any such action or failure to act constitute an
approval of or acquiescence in any breach thereunder, except as may be specifically agreed
in writing.
Disputes:
Disputes arising in the performance of this contract which are not resolved by agreement of
the parties shall be decided in writing by the Department. This decision shall be final and
conclusive unless within ten days from the date of receipt of its copy, contractor mails or
otherwise furnishes a written appeal to the Department. In connection with such appeal,
contractor shall be afforded an opportunity to be heard and to offer evidence in support of its
position. The decision of the Department shall be binding upon contractor and contractor
shall abide by the decision. FTA has a vested interest in the settlement of any violation of
Federal law including the False Claims Act, 31 U.S.C. § 3729.
Performance During Dispute:
Unless otherwise directed by the recipient, contractor shall continue performance under this
contract while matters in dispute are being resolved.
Claims for Damages:
Should either party to the contract suffer injury or damage to person or property because of
any act or omission of the party or of any of its employees, agents or others for whose acts it
is legally liable, a claim for damages therefore shall be made in writing to such other party
within ten days after the first observance of such injury or damage.
Remedies:
Unless this contract provides otherwise, all claims, counterclaims, disputes and other
matters in question between the Department and contractor arising out of or relating to this
FEDERAL PROVISIONS
Solicitation No: BPM007074
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Page 60 of 96
agreement or its breach will be decided by arbitration if the parties mutually agree, or in a
court of competent jurisdiction within the residing State.
Rights and Remedies:
Duties and obligations imposed by the contract documents and the rights and remedies
available thereunder shall be in addition to and not a limitation of any duties, obligations,
rights and remedies otherwise imposed or available by law. No action or failure to act by the
Department or contractor shall constitute a waiver of any right or duty afforded any of them
under the contract, nor shall any such action or failure to act constitute an approval of or
acquiescence in any breach thereunder, except as may be specifically agreed in writing.
14. RESTRICTIONS ON LOBBYING
The Contractor agrees to comply with the provisions of Title 31, U.S. C 1352 as amended by
the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. 1601, et seq.]
and (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 sub- recipients 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. All disclosure statements are to be furnished to the Department.
Contractors who apply or propose/bid for an award of $100,000 or more in value shall file
the attached Lobbying Certification {01Lobbying Certification document} required by 49 CFR
part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not
and has not used Federal appropriated funds to pay any person or organization for
influencing or attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member of Congress in
connection with obtaining any Federal contract, grant or any other award covered by 31
U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying
Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal
funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such
disclosures are forwarded from tier to tier up to the recipient.
15. FLY AMERICA
The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in
accordance with the General Services Administration's regulations at 41 CFR Part 301-10,
which provide that recipients of Federal funds and their contractors are required to use U.S.
Flag air carriers for U.S Government- financed international air travel and transportation of
their personal effects or property, to the extent such service is available, unless travel by
foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor
shall submit, if a foreign air carrier was used, an appropriate certification or memorandum
adequately explaining why service by a U.S. flag air carrier was not available or why it was
necessary to use a foreign air carrier and shall, in any event, provide a certificate of
compliance with the Fly America requirements. The Contractor agrees to include the
FEDERAL PROVISIONS
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requirements of this section in all subcontracts that may involve international air
transportation.
16. ENERGY CONSERVATION
The contractor agrees to comply with mandatory standards and policies relating to energy
efficiency, stated in the state energy conservation plan issued in compliance with the Energy
Policy and Conservation Act (42 U.S.C. § 6201).
17. CONFLICTS OF INTEREST / EMPLOYMENT OF FEDERAL PERSONNEL
Contractors will maintain a written code of standards of conduct governing the performance
of their employees engaged in the award and administration of contracts. No employee,
officer or agent of the Department or the Federal funding agency shall participate in
selection, or in the award or administration of a contract supported by Federal funds if a
conflict of interest, real or apparent, would be involved. Such a conflict would arise when:
The employee, officer or agent, any member of his immediate family, His or her partner, or
an organization which employs, or is about to employ, any of the above, has a financial or
other interest in the firm selected for award. Department officers, employees or agents will
neither solicit nor accept gratuities, favors or anything of monetary value from contractors,
potential contractors, or parties to sub-agreements.
18. RECOVERED MATERIALS
The Contractor agrees to provide a preference for those products and services that
conserve natural resources, protect the environment, and are energy efficient by complying
with and facilitating compliance with Section 6002 of the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency
(U.S. EPA), ―Comprehensive Procurement Guideline for Products Containing Recovered
Materials,‖ 40 C.F.R. part 247.
19. SAFE OPERATION OF MOTOR VEHICLES
Seat Belt Use
In Compliance with Executive Order No. 13043, ―Increasing Seat Belt Use in the United
States,‖ April 16, 1997, 23 U.S.C. § 402 note, (62 Fed. Reg. 19217), the Contractor is
encouraged to adopt and promote on-the-job seat belt use policies and programs for its
employees and other personnel that operate company-owned vehicles, company rented
vehicles, or personally operated vehicles. The terms ―company-owned‖ and ―company-
leased‖ refer to vehicles owned or leased either by the Contractor or Agency.
Distracted Driving
Consistent with Executive Order No. 13513, ―Federal Leadership on Reducing Text
Messaging While Driving,‖ October 1, 2009, 23 U.S.C. 402 note, and DOT Order 3902.10,
―Text Messaging While Driving,‖ December 30, 2009, the Contractor agrees to adopt and
enforce workplace safety policies to decrease crashes caused by distracted drivers,
FEDERAL PROVISIONS
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including policies to ban text messaging while using an electronic device supplied by an
employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases,
or rents, or a privately-owned vehicle when on official business in connection with the work
performed under this Contract.
20. CERTIFICATION AND ASSURANCES
The FTA Certifications and Assurances are incorporated herein by reference. Upon award
or contract renewal, the Contractor must agree to comply with the most current FTA
certifications and Assurances by signing and submitting the signature page provided by the
Department. In the event FTA issues new Certifications and Assurances, the Department
reserves the right to require submission of a new signature page agreeing to comply; to be
added to the terms and conditions by Amendment. All such requests are a condition of
continued
award.
FTA
Certification
and
Assurances
Link:
https://www.transit.dot.gov/funding/grantee-resources/certifications-and-
assurances/certifications-assurances.
21. DISADVANTAGED BUSINESS ENTERPRISES
1.0
POLICY
The Arizona Department of Transportation (hereinafter the Department) has established a
Disadvantaged Business Enterprise (DBE) program in accordance with the regulations of
the U.S. Department of Transportation (USDOT), 49 Code of Federal Regulation Part 26 (49
CFR Part 26), as revised by the USDOT DBE Interim Final Rule (IFR) issued October 3,
2025 (hereinafter referred to as IFR).
The Department has received federal financial assistance from the U.S. Department of
Transportation and as a condition of receiving this assistance, the Department has signed
an assurance that it shall comply with 49 CFR Part 26, as revised by the IFR.
It is the policy of the Department to ensure that DBEs, (hereinafter DBE or DBE firm) as
defined in 49 CFR Part 26, have an equal opportunity to receive and participate in USDOT-
assisted contracts. It is also the policy of the Department:
A.
To ensure nondiscrimination in the award and administration of USDOT-assisted
contracts;
B.
To create a level playing field on which DBEs can compete fairly for USDOT-
assisted contracts;
C.
To ensure that the DBE program operates in a nondiscriminatory manner and
without regard to race or sex, while maximizing efficiency of service;
D.
To ensure that only firms that fully meet 49 CFR Part 26 eligibility standards are
counted as DBEs;
E.
To help remove barriers to the participation of DBEs in USDOT-assisted
contracts;
F.
To assist in the development of firms that can compete successfully in the market
place outside the DBE program; and
FEDERAL PROVISIONS
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G.
To promote the use of DBEs in all types of federally-assisted contracts and
procurement activities.
It is also the policy of the Department to facilitate and encourage participation of Small
Business Concerns (SBCs), as defined herein in USDOT-assisted contracts. The
Department encourages contractors to take reasonable steps to eliminate obstacles to
SBCs’ participation and to utilize SBCs in performing contracts.
2.0
Assurances of Non-Discrimination:
The contractor, subrecipient, or subcontractor shall not discriminate on the basis of race,
color, sex or national origin in the performance of this contract. The contractor shall carry out
applicable requirements of 49 CFR Part 26 as revised by the IFR in the award and
administration of DOT assisted contracts. Failure by the contractor to carry out these
requirements is a material breach of this contract, which may result in the termination of this
contract or such other remedy as the Department deems appropriate, which may include,
but are not limited to:
A.
Withholding monthly progress payments;
B.
Assessing sanctions;
C.
Liquidated damages; and/or
D.
Suspension or Debarment per Uniform Terms and Conditions Paragraph 9.3 of
the contractor from future bidding; and/or
E.
Cancellation, termination, or suspension of the Contract, in whole or in part.
The contractor, subrecipient, or subcontractor shall ensure that all subcontract agreements
contain this non-discrimination assurance.
3.0
Definitions:
(A) Commercially Useful Function (CUF): Commercially Useful Function is defined
in 49 CFR Part 26.55. That definition is incorporated herein by reference.
(B) Disadvantaged Business Enterprise (DBE): A DBE, as defined in 49 CFR Part
26.5, is a for-profit small business concern which meets both of the following
requirements:
(1)
Is at least 51 percent owned by one or more individuals who are both
socially and economically disadvantaged; and,
(2)
Whose management and daily business operations are controlled by
one or more of the socially and economically disadvantaged individuals
who own it.
(C) NAICS Code: The North American Industry Classification System (NAICS) is the
standard
used
by
Federal
statistical
agencies
in
classifying
business
establishments for the purpose of collecting, analyzing, and publishing statistical
data related to the U.S. business economy.
FEDERAL PROVISIONS
Solicitation No: BPM007074
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(D)
Non-DBE: any firm that is not a DBE.
(E)
DBE-Conscious (DC): a measure or program that is focused specifically on
assisting only DBEs.
(F)
DBE-Neutral (DN): a measure or program that is, or can be, used to assist all
small businesses
(G)
Small Business Concern (SBC): a business that meets all of the following
conditions:
(1)
Operates as a for-profit business;
(2)
Operates a place of business primarily within the U.S., or makes a
significant contribution to the U.S. economy through payment of taxes
or use of American products, materials, or labor;
(3)
Is independently owned and operated;
(4)
Is not dominant in its field on a national basis; and
(5)
Does not have annual gross receipts that exceed the Small Business
Administration size standards average annual income criteria for its
primary North American Industry Classification System (NAICS) code.
(H)
Socially
and
Economically
Disadvantaged
Individuals:
Socially
and
Economically Disadvantaged Individuals is defined in 49 CFR Part 26.5, as revised
by the IFR. That definition is incorporated here.
(1)
Any individual who is a citizen (or lawfully admitted permanent
resident) of the United States and who a certifier finds to be socially
and economically disadvantaged on an individual basis.
(2)
A determination that an individual is socially and economically
disadvantaged must not be based in whole or in part on race or sex.
For that reason, all applicants shall qualify as socially and
economically disadvantaged if they can demonstrate that they can
meet the relevant criteria described in 49 CFR Part 26..
(3) Being born in a particular country does not, standing alone, mean that
a person is necessarily socially and economically disadvantaged.
4.0
Working with DBEs:
The Department works with DBEs and assists them in their efforts to participate in the highway
construction program. All proposers should contact the Department’s Business Engagement
FEDERAL PROVISIONS
Solicitation No: BPM007074
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and Compliance Office (BECO) by phone, through email, or at the address shown below, for
assistance in their efforts to use DBEs in the highway construction industry. BECO contact
information is as follows:
Arizona Department of Transportation
Business Engagement and Compliance Office
1801 W. Jefferson St, Suite 101, Mail Drop 154A
Phoenix, AZ 85007
Phone (602) 712-7761
Email: psdbecompliance@azdot.gov
Website: https://azdot.gov/business/business-engagement-and-compliance
4.01
Business Development Program
The Department has established the Business Development Program as an initiative to
encourage and develop disadvantaged businesses in the highway construction industry. The
Department is committed to providing new, emerging, developmental and transitional DBEs with
general and firm-specific training and technical assistance. The Department intends for this
assistance to aid DBEs to become competitive within the heavy highway and construction
industry market places. In particular, the Department’s DBE Supportive Services Program
(DBE/SS) is designed to work in collaboration with stakeholder organizations (including
departments and agencies of State and Federal Governments, small business organizations,
tribal governments, profit and nonprofit corporations) to help DBEs to successfully compete for
highway construction projects and become self-sufficient. The program provides educational
opportunities for DBEs regarding current market conditions, Federal regulatory compliance, and
best business practices. These efforts are reinforced with one-on-one business counseling for
DBEs certified in areas that directly support Federal-aid highway projects, small group
workshops, conferences, business expositions, regular in-person training opportunities, and
regular virtual training opportunities. For guidance regarding this program, refer to the Business
Development
Program
Guidelines
available
on
the
BECO
website
at
https://azdot.gov/business/business-engagement-and-compliance/dbe-supportive-
services/business-development-program/disadvantaged-business-enterprise-dbe-program/dbe.
The Business Development Program is intended to increase legitimate DBE activities. The
program operates in conformity with the Federal DBE rules and regulations. The Department’s
DBE/SS participants may not circumvent the Federal DBE rules or regulations.
5.0
Applicability:
During the transition period, the IFR provides that until the Arizona Unified Certification Program
(UCP) completes the recertification process, the Department may not 1) set any DBE contract
goals or 2) count any participation towards its overall DBE goal.
The Department has established an overall annual goal for DBE participation on Federal-aid
contracts. The Department intends for the goal to be met with a combination of DBE conscious
efforts and DBE neutral efforts once the DBE recertification process is completed in accordance
with the IFR. DBE conscious participation occurs when the contractor uses a percentage of
DBEs, as defined herein, to meet the contract-specified goal. DBE neutral efforts are those that
FEDERAL PROVISIONS
Solicitation No: BPM007074
Available online at
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Page 66 of 96
are, or can be, used to assist all small businesses or increase opportunities for all small
businesses. The regulation, 49 CFR 26, as revised by the IFR defines DBE neutral participation
as when a DBE wins a contract through customary competitive procurement procedures or is
awarded a subcontract on a contract that does not carry a DBE contract goal.
The DBE provisions are applicable to all contractors.
6.0
Certification and Registration:
6.01
DBE Certification:
Certification as a DBE shall be predicated on:
A.
The completion and execution of an application for certification as a
"Disadvantaged Business Enterprise."
B.
The submission of documents pertaining to the firm(s) as stated in the
application(s), including but not limited to a statement of social disadvantage and a
personal financial statement.
C.
The submission of any additional information which the Department or the
applicable Arizona Unified Certification (UCP) agency may require to determine the
firm's eligibility to participate in the DBE program.
D.
The information obtained during the on-site visits to the offices of the firm and to
active job-sites.
Application Submission. Applications for Disadvantaged Business Enterprise (DBE) certification
may be filed online with the Department or the applicable UCP agency at any time through the
Arizona Unified Transportation Registration and Certification System (AZ UTRACS) website
at https://utracs.azdot.gov/Home/.
Implementation of Revised Federal Standards. Effective October 3, 2025, all certification
applications and renewals shall be reviewed and processed in accordance with the 49 CFR Part
26 as revised by the IFR. The revised rule modifies certification standards, documentation, and
evidentiary requirements applicable to determinations of social and economic disadvantage,
business size, ownership, and control.
Transition Period. During the transition period in which the Department and participating UCP
agencies are updating internal procedures and the AZ UTRACS system to implement the
revised rule, certification applications may continue to be submitted through the existing online
platform. Applicants submitting applications during this period may be required to furnish
additional or supplemental documentation consistent with the revised certification criteria upon
system update or upon request by the certifying agency.
All applicants, whether filing initial or renewal applications, shall comply with any new or
amended federal documentation requirements that become effective under 49 CFR Part 26 as
revised by the IFR, including but not limited to personal narrative statements, financial
FEDERAL PROVISIONS
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disclosures, and supporting affidavits required to demonstrate eligibility under the revised
standards.
The Department is a member of the AZ Unified Certification Program (AZUCP). During the
transition period, the list of firms listed in AZ UTRACS were certified prior to October 3, 2025,
not in accordance with the IFR, and therefore do not count for DBE credit, unless otherwise
noted in AZ UTRACS. The list indicates contact information and specialty for each DBE firm,
and may be sorted in a variety of ways. However, the Department does not guarantee the
accuracy and/or completeness of this information, nor does the Department represent that any
licenses or registrations are appropriate for the work to be done.
The Department’s certification of a DBE is not a representation of qualifications and/or abilities
nor does it mean that a DBE firm is guaranteed or entitled to receive or be awarded a contract.
Being certified simply means that a firm has met the criteria for DBE certification as outlined in
49 CFR Part 26, as revised by the IFR. The contractor bears all risks of ensuring that DBE
firms selected by the contractor are able to perform the work.
6.02
SBC Registration:
To comply with 49 CFR Part 26.39, the Department’s DBE Program incorporates contracting
requirements to facilitate participation by Small Business Concerns (SBCs) in federally assisted
contracts. SBCs are for-profit businesses authorized to do business in Arizona that meet the
Small Business Administration (SBA) size standards for average annual revenue criteria for its
primary North American Industry Classification System (NAICS) code.
While the SBC component of the DBE program does not require utilization of goals on projects,
the Department strongly encourages contractors to utilize small businesses that are registered
in AZ UTRACS on their contracts, in addition to DBEs meeting the certification requirement in
accordance with the IFR. However, SBCs that are not DBEs will not be counted toward DBE
participation.
SBCs can register online at the AZ UTRACS website at http://utracs.azdot.gov/Home/.
The Department’s registration of SBCs is not a representation of qualifications and/or abilities
nor does it mean that an SBC firm is guaranteed or entitled to receive or be awarded a contract.
Being SBC registered simply means that a firm has met the criteria for SBC registration as
outlined in 49 CFR Part 26. The contractor bears all risks of ensuring that SBC firms selected
by the contractor are able to perform the work.
7.0
DBE Financial Institutions:
The Department thoroughly investigates the full extent of services offered by financial
institutions owned and controlled by socially and economically disadvantaged individuals in its
service area and makes reasonable efforts to use these institutions. The Department
encourages contractors to use such institutions on USDOT assisted contracts. However, use of
DBE financial institutions will not be counted toward DBE participation.
FEDERAL PROVISIONS
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The Department encourages contractors to research the Federal Reserve Board website at
www.federalreserve.gov to identify minority-owned banks in Arizona derived from the
Consolidated Reports of Condition and Income filed quarterly by banks (FFIEC 031 and 041)
and from other information on the Board’s National Information Center database.
8.0
Time is of the Essence:
TIME IS OF THE ESSENCE IN RESPECT TO THE DBE PROVISIONS
9.0
Computation of Time:
In computing any period of time described in this DBE special provision, such as calendar days,
the day from which the period begins to run is not counted. When the last day of the period is a
Saturday, Sunday, Federal or State holiday, the period extends to the next day that is not a
Saturday, Sunday, Federal or State holiday. When the Department’s offices are closed for all or
part of the last day, the period extends to the next day on which the Department’s offices are
open.
10.0
Contractor and Subcontractor Requirements:
10.01 General:
The contractor shall establish a DBE program that will ensure nondiscrimination in the award
and administration of contracts and subcontracts.
Agreements between the proposer and a DBE in which the DBE promises not to provide
subcontracting quotations to other proposers are prohibited.
10.02 Blank:
11.0
DBE Goal:
During the transition period, the IFR provides that until the UCP completes the recertification
process, the Department may not 1) set any DBE contract goals or 2) count any participation
towards its overall DBE goal. The Department will not be counting any DBE conscious or DBE
neutral efforts towards its overall DBE goal during this transitional period.
The Department has not established contract goals for DBE neutral efforts in this contract.
Contractors are still encouraged to employ reasonable means to obtain DBE neutral efforts.
Contractors must retain records in accordance with these DBE specifications. The contractor is
notified that this record keeping is important to the Department so that it can track DBE
participation where only DBE neutral efforts are employed.
12.0
Bidders/Proposers List and AZ UTRACS Registration Requirement:
FEDERAL PROVISIONS
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 69 of 96
Under 49 CFR Part 26.11, DOTs are required to collect certain information from all contractors
and subcontractors who seek to work on federally-assisted contracts in order to set overall and
contract DBE goals. The Department collects this information when firms register their
companies on the Arizona Unified Transportation Registration and Certification System (AZ
UTRACS) web portal at https://utracs.azdot.gov/Home/ a centralized database for companies
that seek to do business with the Department. This information will be maintained as
confidential to the extent allowed by Federal and State law.
All contractors, subcontractors, and DBEs included on this contract or added to this contract
shall:
(1) register in AZ UTRACS, and
(2) maintain their profile with current and accurate firm information. Proposers
may verify that their firm and each subcontractor is registered using the AZ
UTRACS website.
Proposers may obtain additional information at the AZ UTRACS website or by contacting
BECO.
Proposers shall create the Bidders/Proposers list in the AZ UTRACS by selecting all
subcontractors, service providers, and vendors that expressed interest or submitted proposals
or quotes for this contract. The Bidders/Proposers List form must be complete and must include
the names for all subcontractors, service providers, and vendors that submitted proposals or
quotes on this project regardless of the proposer’s intentions to use those firms on the project.
All proposers must complete and submit the Bidders/Proposers List online at AZ UTRACS prior
to offer submittal. A confirmation email will be generated by the system. This email confirmation
shall be submitted with the offer.
13.0
Payment Reporting and Prompt Payment:
The contractor shall report on a monthly basis indicating the amounts paid to all subcontractors
of all tiers, working on the project. Reporting shall be in accordance with below.
Subcontracts:
a.
Sub-Contract Terms:
1.
The Contractor agrees to execute a written Contract with all Subcontractors for
work to be completed under this Contract. The executed Contract shall include
Subcontractor’s Scope of Work and all the Uniform Terms and Conditions set
forth in this Contract.
2.
The Contractor shall provide electronic copies of signed subcontract agreements
with all Subconsultants to the Department by uploading them to the DBE & OJT
Online Reporting System (DOORS) at https://adotdoors.dbesystem.com.
FEDERAL PROVISIONS
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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 Subcontractor in order for the subcontract to be
considered valid.
3.
The Contractor may be in breach of this Contract if the Contractor materially
modifies the Federal regulations and State statutes in its subcontract agreements
terms and conditions with its Subcontractors. Deviations from the terms of this
Contract may result in termination of the Contract, or any other such remedy as
deemed appropriate by the Department.
b.
Sub-Contract Payments
1.
Retention:
If the contract does not provide for retention, the contractor and each
subcontractor of any tier shall not withhold retention on any subcontract. If the
contract provides for retention, the contractor and each subcontractor of any tier
shall not retain a higher percentage than the Department may retain under the
contract. Retainage shall be paid to the subcontractor within 7 days of
satisfactory completion of the work performed by the subcontractor.
2.
No Set-offs Arising from Other Contracts:
If a subcontractor is performing work on multiple contracts for the same
contractor or subcontractor of any tier, the contractor or subcontractor of any tier
shall not withhold or reduce payment from its subcontractors on the contract
because of disputes or claims on another contract.
3.
Partial Payment:
The contractor and each subcontractor of any tier shall make prompt partial
payments to its subcontractors within seven days of receipt of payment from the
Department. Notwithstanding any provision of Arizona Revised Statutes Section
28-411, the parties may not agree otherwise.
4.
Final Payment:
The contractor and each subcontractor of any tier shall make prompt final
payment to each of its subcontractors. The contractor and each subcontractor
of any tier shall pay all monies, including retention, due to its subcontractor within
seven days of receipt of payment. Notwithstanding any provision of Arizona
Revised Statutes Section 28-411, the parties may not agree otherwise.
5.
Payment Reporting and Sanctions:
For the purposes of this subsection ―Reportable Contracts‖ means any
subcontract, of any tier, DBE or non-DBE, by which work shall be performed on
FEDERAL PROVISIONS
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behalf of the contractor and any contract of any tier with a DBE material or
service supplier.
The requirements of this subsection apply to all Reportable Contracts.
Payment Reporting for all Reportable Contracts shall be done through the
Department’s web-based DOORS. The DOORS can be accessed from the
Department’s BECO website. No later than fifteen calendar days after the Notice
to Proceed or Purchase Order is issued, the contractor shall log into the
Department’s web based DOORS and enter or verify the name, contact
information, and subcontract amounts for Reportable Contracts on the project.
As Reportable Contracts are approved over the course of the contract, the
contractor shall enter them in DOORS. Reportable contracts shall be entered
into DOORS no later than five calendar days after approval by the Department.
The contractor shall report on a monthly basis indicating the amounts actually
paid and the dates of each payment under any Reportable Contract on the
project. In addition, the contractor shall require that all participants in any
Reportable Contract electronically verify receipt of payment on the contract by
the last day of the month and the contractor shall actively monitor the
Department’s DOORS to ensure that the verifications are input. The contractor
shall proactively work to resolve any payment discrepancies in the DOORS
between payment amounts it reports and payment confirmation amounts
reported by others.
The contractor shall ensure that all Reportable Contract activity is reported to the
Department. This includes all lower-tier Reportable Contracts, regardless of
whether a DBE is involved or not.
The contractor shall maintain records for each payment explaining the amount
requested by the subcontractor, and the amount actually paid pursuant to the
request, which may include but are not limited to, estimates, invoices, pay
requests, copies of checks or wire transfers, and lien waivers in support of the
monthly payments in the DOORS.
The contractor shall provide information for payments made on all Reportable
Contracts during the previous month by the 15th day of the current month. In the
event that no payments were made during a given month, the contractor shall
identify that by entering a dollar value of zero. If the contractor does not pay the
full amount of any invoice from a subcontractor, the contractor shall note that and
provide the reasons in the comment section of the Monthly Payment Audit of the
DOORS.
Payment reporting requirements apply to all contracts, federal and non-federal
funded.
For each month that the contractor fails to submit timely and complete payment
information the Department will retain $5,000 as sanctions from the monies due
FEDERAL PROVISIONS
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to the contractor. After 90 consecutive days of non-reporting, the sanctions will
increase to $10,000 for each subsequent month which the contractor fails to
report until the information is provided. These sanctions will be in addition to all
other retention or liquidated damages provided for elsewhere in the contract.
The contractor shall ensure that a copy of this Subsection is included in every
Reportable Contract of every tier.
6.
Completion of Work:
A subcontractor’s work is satisfactorily completed when all the tasks called for in
the subcontract have been accomplished, documented, and accepted by the
Department.
7.
Disputes:
If there is a discrepancy between what is reported by the contractor in the
DOORS and what the subcontractor indicates an alert email will automatically be
sent to the contractor. The email will be sent to the email address provided by the
contractor in the Department’s DOORS. It is the contractor’s responsibility to
ensure that the email address in the DOORS is kept current.
The contractor shall immediately provide the the Department's Project Manager
with a written, verifiable explanation if:
(a)
The contractor does not pay the full amount of any invoice from a
subcontractor within seven days of receipt of a progress payment from
the Department, or
(b)
The monthly estimate does not include all work claimed by a
subcontractor to have been performed.
The Department will determine whether the contractor has acted in good faith
concerning any such explanations. The Department reserves the right to request
and receive documents from the contractor and all subcontractors of any tier, in
order to determine whether prompt payment requirements were met. The
contractor shall implement and use the dispute resolution process outlined in the
subcontract, as described in Uniform Terms and Conditions Paragraph, to
resolve payment disputes.
8.
Non-Compliance:
Failure to make prompt partial payment or prompt final payment including any
retention, within the time frames established in this contract, will result in
remedies, as the Department deems appropriate, which may include, but are not
limited to:
(a)
Sanctions: These sanctions shall be in addition to all other retention or
liquidated damages provided for elsewhere in the contract.
FEDERAL PROVISIONS
Solicitation No: BPM007074
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(i)
The Department will withhold two times the disputed dollar
amount not paid to each subcontractor.
(ii) If full payment is made within 30 days of the Department’s
payment to the contractor, the amount withheld by the
Department will be released.
(iii) If full payment is made after 30 days of the Department’s
payment to the contractor, the Department will release 75 percent
of the funds withheld. The Department will retain 25 percent of
the monies withheld as sanctions.
(b) Additional Remedies: If the contractor fails to make prompt payment for
three consecutive months, or any four months over the course of one
project, or if the contractor fails to make prompt payment on two or more
contracts within 24 months, the Department may, in addition, invoke the
following remedies:
(i) Withhold monthly progress payments until the issue is resolved
and full payment has been made to all subcontractor, subject to
the sanctions described in paragraph (a) sanctions above;
(ii) Terminate the contract for default in accordance with this
Contract, and/or
(iii) Disqualify the contractor from future bidding temporarily or
permanently, depending on the number and severity of violation.
(iv) Reflect the contractor’s performance in submitting payment
reports and making subcontractor payments utilizing the
Department’s Vendor Performance Report.
14.0
Crediting DBE Participation:
14.01 General Requirements:
During the transition period, the IFR provides that until the UCP completes the recertification
process, the Department may not count any participation towards its overall DBE goal. This
applies to both DBE conscious and DBE neutral efforts.
To count toward DBE participation, the DBE firms must be certified at the time of offer in each
NAICS code applicable to the kind of work the firm will perform on the contract. NAICS for each
DBE can be found on the AZ UTRACS website. General descriptions of all NAICS codes can be
found at https://www.naics.com/.
Credit is given only after the DBE has been paid for the work performed.
The entire amount of a contract that is performed by the DBE’s own forces, including the cost of
supplies and materials purchased by the DBE for the work on the contract and equipment
leased by the DBE will be credited toward DBE participation. Supplies and equipment the DBE
subcontractor purchases or leases from the contractor or its affiliate will not be credited toward
DBE participation.
FEDERAL PROVISIONS
Solicitation No: BPM007074
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The contractor bears the responsibility to determine whether the DBE possesses the proper
contractor’s license(s) to perform the work and, if DBE credit is requested, that the DBE
subcontractor is certified for the requested type of work.
The Department’s certification is not a representation of a DBE’s qualifications and/or abilities.
The contractor bears all risks that the DBE may not be able to perform its work for any reason.
A DBE may participate as a contractor, subcontractor, or as a vendor of materials or supplies.
The dollar amount of work to be accomplished by DBEs, including partial amount of a lump sum
or other similar item, shall be on the basis of agreements such as: subcontract, purchase order,
hourly rate, and rate per ton.
DBE credit may be obtained only for specific work done for the project, supply of equipment
specifically for physical work on the project, or supply of materials to be incorporated in the
work. DBE credit will not be allowed for costs such as overhead items, capital expenditures (for
example, purchase of equipment), and office items.
The contractor may credit second-tier subcontracts issued to DBEs by non-DBE subcontractors.
Any second-tier subcontract to a DBE must meet the requirements of a first-tier DBE
subcontract.
A contractor may credit the entire amount of that portion of a contract that is performed by the
DBE’s own forces. The cost of supplies and materials obtained by the DBE for the work of the
contract can be included so long as that cost is reasonable. Leased equipment may also be
included. No credit is permitted for supplies purchased or equipment leased from the contractor
or its affiliate(s).
When a DBE subcontracts a part of the work of its contract to another firm, the value of the
subcontract may be credited towards DBE participation only if the DBE’s subcontractor is itself a
DBE and performs the work with its own forces. Work that a DBE subcontracts to a non-DBE
firm does not count toward DBE participation.
A contractor may credit the entire amount of fees or commissions charged by a DBE firm for
providing a bona fide service, such as professional, technical, consulting, or managerial
services, or for providing bonds or insurance specifically required for the performance of a
USDOT-assisted contract, provided the fees are reasonable and not excessive as compared
with fees customarily allowed for similar services.
14.02 Effect of Loss of DBE Eligibility:
If a DBE or a DBE contractor is deemed ineligible, decertified, or suspended by the Department
in accordance with 49 CFR Part 26.87 and 49 CFR Part 26.88, the following provisions shall
apply:
A. If a DBE firm loses its DBE eligibility because the DBE firm was acquired by a non-
DBE firm, no work performed by the DBE firm after the Decision Date will be
counted toward DBE participation.
FEDERAL PROVISIONS
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B. If a subcontract, contract, or supplier arrangement has been executed before the
Decision Date, work performed by the DBE firm will be counted toward DBE
participation.
C. If neither paragraph (A) nor paragraph (B) above applies, the work performed by
the DBE firm after the Decision Date will be counted toward DBE participation.
D. If the contractor extends or adds work to the DBE firm’s subcontract, that work will
not be counted towards DBE participation unless the contractor has obtained prior
approval from the Department for DBE credit. Any requests to extend or add work
to the DBE firm’s subcontract to count towards DBE participation shall be
submitted using the request form, made available on Procurement’s website at
https://azdot.gov/business/procurement/federal-forms-and-provisions,
to
extend
Decertified DBE contract for DBE credit.
E. The Department will consent to such DBE credit only if the added work is within the
foreseeable range of added work, given the circumstances of the original DBE
contract.
F. For the purposes of this subsection, ―Decision Date‖ means the date the
Department notifies the DBE that it has become ineligible, decertified, or
suspended under 49 CFR Part 26.87(c)(4), (g).
14.03 Notifying the Contractor of DBE Certification Status:
Each DBE contract at any tier shall require any DBE subcontractor or supplier that is either
decertified or certified during the term of the contract to immediately notify the contractor and all
parties to the DBE contract in writing, with the date of decertification or certification. The
contractor shall require that this provision be incorporated in any contract of any tier in which a
DBE is a participant.
14.04 Commercially Useful Function:
A contractor can credit expenditures to a DBE subcontractor only if the DBE performs a
Commercially Useful Function (CUF).
In conformity with 49 CFR Part 26.55(c), a DBE performs a CUF when it is responsible for
execution of the work of a contract and carries out its responsibilities by actually performing,
managing, and supervising the work involved. To perform a commercially useful function, the
DBE must also be responsible, with respect to materials and supplies on the contract, for
negotiating price, determining quality and quantity, ordering the material, and installing (where
applicable) and paying for the material itself that it uses on the project. To determine whether a
DBE is performing a commercially useful function, the Department will evaluate the amount of
work subcontracted, industry practices, whether the amount the firm is to be paid under the
contract is commensurate with the work it is actually performing and the DBE credit claimed for
its performance of the work, and other relevant factors.
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A DBE will not be considered to perform a commercially useful function if its role is limited to
that of an extra participant in a transaction, contract, or project through which funds are passed
in order to obtain the appearance of DBE participation. In determining whether a DBE is such
an extra participant, the Department will examine similar transactions, particularly those in which
DBEs do not participate.
If a DBE does not perform or exercise responsibility for at least 30 percent of the total cost of its
contract with its own work force, or if the DBE subcontracts a greater portion of the work of a
contract than would be expected within normal industry practice for the type of work involved,
the Department will presume that the DBE is not performing a commercially useful function.
When a DBE is presumed not to be performing a commercially useful function as provided
above, the DBE may present evidence to rebut this presumption. The Department will
determine if the firm is performing a CUF given the type of work involved and normal industry
practices.
The Department will notify the contractor, in writing, if it determines that the contractor’s DBE
subcontractor is not performing a CUF. The contractor will be notified within seven calendar
days of the Department’s decision.
Decisions on CUF may be appealed to the Chief Procurement Officer (CPO). The appeal must
be in writing and personally delivered or sent by certified mail, return receipt requested, to the
CPO. The appeal must be received by the CPO no later than seven calendar days after the
decision of BECO. BECO’s decision remains in place unless and until the CPO reverses or
modifies BECO’s decision. The CPO will promptly consider any appeals under this subsection
and notify the contractor of the CPO’s findings and decisions. Decisions on CUF matters are
not administratively appealable to USDOT.
The Department will conduct project site visits on the contract to confirm that DBEs are
performing a CUF. The contractor shall cooperate during the site visits and the BECO’s staff will
make every effort not to disrupt work on the project.
14.05 Materials and Supplies:
In conformity with 49 CFR Part 26.55(e), the Department will credit expenditures with DBEs for
material and supplies towards the DBE goal as follows:
A.
If the materials or supplies are obtained from a DBE manufacturer, 100 percent of
the cost of the materials or supplies is credited.
1.
A DBE manufacturer is defined as: a firm that owns, or leases, and operates
a factory or establishment that produces, on the premises, the materials,
supplies, articles, or equipment required under the contract, and of the
general character described by the specifications.
2.
Manufacturing includes blending or modifying raw materials or assembling
components to create the product to meet contract specifications. When a
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DBE makes minor modifications to the materials, supplies, articles, or
equipment, the DBE is not a manufacturer. Minor modifications are
additional changes to a manufactured product that are small in scope and
add minimal value to the final product.
B.
If the materials or supplies are purchased from a DBE regular dealer, 60 percent of
the cost of the materials or supplies, (including transportation costs), is credited.
1.
A DBE regular dealer is defined as: a firm that owns, or leases, and operates,
or maintains a store or warehouse or other establishment in which the
materials, supplies, articles, or equipment of the general character described
by the specifications and required under the contract are bought, kept in
sufficient quantities, and regularly sold or leased to the public in the usual
course of business.
a. To be a regular dealer, the firm must be an established, regular
business that engages, as its principal business and under its own
name, in the purchase and sale or lease of the products in question.
b. Items kept and regularly sold by the DBE are of the ―general character‖
when they share the same material characteristics and application as
the items specified by the contract.
2.
A firm may be a DBE regular dealer in such bulk items as petroleum
products, steel, concrete or concrete products, stone or asphalt without
owning and operating a place of business, as provided above, if the person
both owns and operates distribution equipment used to deliver the products.
Any supplementing of regular dealers’ own distribution equipment must be by
a long-term operating lease, and not on an ad-hoc or contract-by-contract
basis.
C.
A DBE supplier performs a CUF as a regular dealer and receives credit for 60
percent of the cost of materials or supplies, including transportation cost, when all,
or at least 51 percent of, the items under a purchase order or subcontract are
provided from the DBE's inventory, and when necessary, any minor quantities
delivered from and by other sources are of the general character as those provided
from the DBE's inventory.
1.
A DBE supplier of items that are not typically stocked due to their unique
characteristics (e.g., limited shelf life or items ordered to specification) should
be considered in the same manner as a regular dealer of bulk items as
described above. If the DBE supplier of these items does not own or lease
distribution equipment, as described above, it is not a regular dealer.
2.
Packagers, brokers, manufacturers’ representatives, or other persons who
arrange, facilitate or expedite transactions are not regular dealers within the
meaning of this paragraph and the paragraph above.
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D.
If the materials or supplies are purchased from a DBE distributor that neither
maintains sufficient inventory nor uses its own distribution equipment for the
products in question, 40 percent of the cost of materials or supplies (including
transportation costs) count for credit.
1.
A DBE distributor is defined as: an established business that engages in the
regular sale or lease of the items specified by the contract. A DBE distributor
assumes responsibility for the items it purchases once they leave the point
of origin (e.g., a manufacturer's facility), making it liable for any loss or
damage not covered by the carrier's insurance.
2.
A DBE distributor performs a CUF when it demonstrates ownership of the
items in question and assumes all risk for loss or damage during
transportation, evidenced by the terms of the purchase order or a bill of
lading (BOL) from a third party, indicating Free on Board (FOB) at the point
of origin or similar terms that transfer responsibility of the items in question
to the DBE distributor.
3.
If paragraph (1) and paragraph (2), above, are met, DBE distributors may
receive 40 percent for drop-shipped items.
4.
Terms that transfer liability to the distributor at the delivery destination (e.g.,
FOB destination), or deliveries made or arranged by the manufacturer or
another seller do not satisfy this requirement.
E.
With respect to materials or supplies purchased from a DBE which is neither a
manufacturer, a regular dealer, nor a distributor, the following standards shall
apply:
1.
The Department will credit the entire amount of the fees or commissions
charged by the DBE for: (1) assistance in the procurement of the materials
and supplies, or (2) fees or transportation charges for the delivery of
materials or supplies required on a job site, toward DBE goals.
2.
The Department will only credit the fees or commissions charged by the
DBE if the Department determines the fees to be reasonable and not
excessive as compared with fees customarily allowed for similar services.
3.
The cost of the materials and supplies themselves may not be counted
toward the DBE goal.
F.
The Department will credit expenditures with DBEs for material and supplies (e.g.
whether a firm is acting as a regular dealer, distributor or a transaction facilitator)
towards the DBE goal on a contract-by-contract basis.
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G.
The fact that a DBE firm qualifies under a classification (manufacturer, regular
dealer, distributor or supplier) for one contract does not mean it will qualify for the
same classification on another contract.
H. The bidder shall be responsible for verifying whether a DBE qualifies as a DBE
manufacturer, regular dealer, distributor or supplier.
1.
For each DBE firm listed as a regular dealer or distributor, the bidder must
assess a DBE firm’s eligibility for 60 or 40 percent credit, respectively, of the
cost of materials and supplies based on its demonstrated capacity and intent
to perform as a regular dealer or distributor.
2.
To receive credit toward the DBE goal, the bidder shall use and submit the
form
made
available
on
Procurement’s
website
at
https://azdot.gov/business/procurement/federal-forms-and-provisions,
to
affirm the DBE firm’s capacity and intent to perform as a regular dealer or
distributor.
15.0
Required Provisions for DBE Subcontracts:
All subcontracts of any tier, all supply contracts, and any other contracts in which a DBE is a
participant shall include as a physical attachment, DBE Program Compliance Assurances for
Subcontracts available on BECO website and all of the Uniform Terms and Conditions set forth
in this contract.
Contractors executing agreements with subcontractors, DBE or non-DBE, that materially modify
federal regulation and state statutes such as, prompt payment and retention requirements,
through subcontract terms and conditions will be found in breach of contract which may result in
termination of the contract, or any other such remedy as the deemed appropriate as outlined in
Subsection 2.0 in these DBE provisions.
The Department reserves the right to conduct random reviews of DBE and non-DBE
subcontract documentation to ensure compliance with federal requirements.
The contractor shall ensure that all subcontracts or agreements with DBEs to supply labor or
materials require that the subcontract and all lower tier subcontracts be performed in
accordance with 49 CFR Part 26.
The Contractor shall provide electronic copies of subcontract agreements with all
Subcontractors by uploading them within 15 calendar days of an executed contract to the
DOORS. Subcontract agreements shall include all required assurances and clauses as outlined
in the Contract. Each agreement and required attachment shall be dated and signed by the
Subcontractor in order for the subcontract to be considered valid.
The Contractor shall be in breach of this Contract if the Contractor materially modifies the
federal regulations and State statutes in its subcontract agreements terms and conditions with
its Subcontractors. Deviations from the terms of this Contract may result in termination of the
Contract, or any other such remedy as deemed appropriate by the Department.
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16.0
Certification of Final DBE Payments:
DBE participation on the contract is measured by actual payments made to the DBEs. The
contractor shall submit the ―Certification of Final DBE Payments‖ form for each DBE firm
working on the contract. This form shall be signed by the contractor and the relevant DBE, and
submitted to the Procurement Officer no later than 30 days after the DBE receives final
payment.
The Department will use this certification and other information available to determine applicable
DBE credit allowed to date by the Contractor and the extent to which the DBE firms were fully
paid for that work. By the act of filing the forms, the contractor acknowledges that the
information is supplied in order to justify the payment of state and federal funds to the
contractor.
The contractor will not be released from the obligations of the contract until the ―Certification of
Final DBE Payments‖ forms are received and deemed acceptable by the Procurement Officer
and BECO.
17.0
False, Fraudulent, or Dishonest Conduct:
In addition to any other remedies or actions, the Department will bring to the attention of the
USDOT any appearance of false, fraudulent, or dishonest conduct in connection with the DBE
program, so that USDOT can take steps such as referral to the Department of Justice for
criminal prosecution, referral to the USDOT Inspector General for possible initiation of
suspension and debarment proceedings against the offending parties or application of ―Program
Fraud and Civil Penalties‖ rules provided in 49 CFR Part 31.
24. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
a.
Applicability: This requirement applies to all FTA grant and cooperative
agreement programs.
b.
Where applicable (see 40 U.S.C. § 3701), all contracts awarded by the
nonfederal entity in excess of $100,000 that involve the employment of
mechanics or laborers must include a provision for compliance with 40 U.S.C. §§
3702 and 3704, as supplemented by Department of Labor regulations at 29
C.F.R. Part 5. See 2 C.F.R. Part 200, Appendix II.
c.
Under 40 U.S.C. § 3702, each contractor must be required to compute the wages
of every mechanic and laborer on the basis of a standard work week of 40 hours.
Work in excess of the standard work week is permissible provided that the
worker is compensated at a rate of not less than one and a half times the basic
rate of pay for all hours worked in excess of 40 hours in the work week.
d.
The requirements of 40 U.S.C. § 3704 are applicable to construction work and
provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous. These
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requirements do not apply to the purchases of supplies or materials or articles
ordinarily available on the open market, or contracts for transportation or
transmission of intelligence.
e.
The regulation at 29 C.F.R. § 5.5(b) provides the required contract clause
concerning compliance with the Contract Work Hours and Safety Standards Act:
Compliance with the Contract Work Hours and Safety Standards Act.
(1)
Overtime requirements. No contractor or subcontractor contracting for any part of
the contract work which may require or involve the employment of laborers or
mechanics shall require or permit any such laborer or mechanic in any workweek
in which he or she is employed on such work to work in excess of forty hours in
such workweek unless such laborer or mechanic receives compensation at a rate
not less than one and one-half times the basicrate of pay for all hours worked in
excess of forty hours in such workweek.
(2)
Violation; liability for unpaid wages; liquidated damages. In the event of any
violation of the clause set forth in paragraph (1) of this section the contractor and
any subcontractor responsible therefor shall be liable for the unpaid wages. In
addition, such contractor and subcontractor shall be liable to the United States (in
the case of work done under contract for the District of Columbia or a territory, to
such District or to such territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards, employed in violation of the clause set forth in
paragraph (1) of this section, in the sum of $10 for each calendar day on which
such individual was required or permitted to work in excess of the standard
workweek of forty hours without payment of the overtime wages required by the
clause set forth in paragraph (1) of this section.
(3)
Withholding for unpaid wages and liquidated damages. The agency shall upon its
own action or upon written request of an authorized representative of the
Department of Labor withhold or cause to be withheld, from any moneys payable
on account of work performed by the contractor or subcontractor under any such
contract or any other Federal contract with the same prime contractor, or any
other federally-assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime contractor, such sums as may
be determined to be necessary to satisfy any liabilities of such contractor or
subcontractor for unpaid wages and liquidated damages as provided in the
clause set forth in paragraph (2) of this section.
(4)
Subcontracts. The contractor or subcontractor shall insert in any subcontracts the
clauses set forth in paragraph (1) through (4) of this section and also a clause
requiring the subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses set forth in paragraphs
(1) through (4) of this section.‖
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26.
FEDERAL CHANGES
The Contactor and its sub-contractors shall comply with all applicable FTA regulations,
policies, procedures and directives, including without limitation those listed directly or by
reference in the Master Agreement between the Department and FTA, as they be
amended or promulgated from time to time during the term of the contract. Contractor’s
failure to comply shall constitute a material breach of the contract.
Federal requirements that apply to the Recipient or the Award, the accompanying
Underlying Agreement, and any Amendments thereto may change due to changes in
federal law, regulation, other requirements, or guidance, or changes in the Recipient’s
Underlying Agreement including any information incorporated by reference and made part
of that Underlying Agreement; and Applicable changes to those federal requirements will
apply to each Third Party Agreement and parties thereto at any tier.
27.
FULL AND OPEN COMPETITION
In accordance with 49 U.S.C. § 5325(h) all procurement transactions shall be conducted in
a manner that provides full and open competition.
29.
PROHIBITION AGAINST EXCLUSIONARY OR DISCRIMINATORY SPECIFICATIONS
Apart from inconsistent requirements imposed by Federal statute or regulations, the
contractor shall comply with the requirements of 49 USC 5323(h)(2) by refraining from
using any FTA assistance to support procurements using exclusionary or discriminatory
specifications.
30. CONFORMANCE WITH ITS NATIONAL ARCHITECTURE
Contractor shall conform, to the extent applicable, to the National Intelligent Transportation
Standards architecture as required by SAFETEA-LU Section 5307(c), 23 U.S.C. Section
512 note and follow the provisions of FTA Notice, ―FTA National Architecture Policy on
Transit Projects,‖ 66 Fed. Reg.1455 et seq., January 8, 2001, and any other implementing
directives FTA may issue at a later date, except to the extent FTA determines otherwise in
writing.
31. ACCESS REQUIREMENTS FOR PERSONS WITH DISABILITIES
Contractor shall comply with 49 USC 5301(d), stating Federal policy that the elderly and
persons with disabilities have the same rights as other persons to use mass transportation
services and facilities and that special efforts shall be made in planning and designing
those services and facilities to implement that policy. Contractor shall also comply with all
applicable requirements of Sec. 504 of the Rehabilitation Act (1973), as amended, 29 USC
794, which prohibits discrimination on the basis of handicaps, and the Americans with
Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq., which requires that
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accessible facilities and services be made available to persons with disabilities, including
any subsequent amendments thereto.
32. COMPLIANCE WITH FEDERAL REGULATIONS
Any contract entered pursuant to this solicitation shall contain the following provisions: All
USDOT- required contractual provisions, as set forth in FTA Circular 4220, are
incorporated by reference. Anything to the contrary herein notwithstanding, FTA mandated
terms shall control in the event of a conflict with other provisions contained in this
Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to
comply with any grantee request that would cause the recipient to be in violation of FTA
terms and conditions. Contractor shall comply with all applicable FTA regulations, policies,
procedures and directives, including, without limitation, those listed directly or incorporated
by reference in the Master Agreement between the recipient and FTA, as may be
amended or promulgated from time to time during the term of this contract. Contractor’s
failure to so comply shall constitute a material breach of this contract.
33. REAL PROPERTY
Any contract entered into shall contain the following provisions: Contractor shall at all
times comply with all applicable statutes and USDOT regulations, policies, procedures and
directives governing the acquisition, use and disposal of real property, including, but not
limited to, 49 CFR 18.31-18.34, 49 CFR 19.30-19.37, 49 CFR Part 24, 49 CFR 5326 as
amended by Map-21, 49 CFR part 18 or 19, 49 USC 5334, applicable FTA Circular 5010,
and FTA Master Agreement, as they may be amended or promulgated during the term of
this contract. Contractor’s failure to so comply shall constitute a material breach of this
contract.
34. ACCESS TO SERVICES FOR PERSONS WITH LIMITED ENGLISH PROFICIENCY
To the extent applicable and except to the extent that FTA determines otherwise in writing,
the Recipient agrees to comply with the policies of Executive Order No. 13166, "Improving
Access to Services for Persons with Limited English Proficiency," 42 U.S.C. § 2000d 1
note, and with the provisions of U.S. DOT Notice, ―DOT Guidance to Recipients on Special
Language Services to Limited English Proficient (LEP) Beneficiaries,‖ 70 Fed. Reg. 74087,
December 14, 2005.
35. ENVIROMENTAL JUSTICE
Except as the Federal Government determines otherwise in writing, the Recipient agrees
to promote environmental justice by following: (1) Executive Order No. 12898, ―Federal
Actions to Address Environmental Justice in Minority Populations and Low-Income
Populations,‖ February 11, 1994, 42 U.S.C. § 4321 note, as well as facilitating compliance
with that Executive Order, and (2) DOT Order 5610.2, ―Department of Transportation
Actions To Address Environmental Justice in Minority Populations and Low-Income
Populations,‖ 62 Fed. Reg. 18377, April 15, 1997, and (3) The most recent and applicable
edition of FTA Circular 4703.1, ―Environmental Justice Policy Guidance for Federal Transit
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Administration Recipients,‖ August 15, 2012, to the extent consistent with applicable
Federal laws, regulations, and guidance.
36. AMERICANS WITH DISABILITIES ACT (ADA)
The contractor agrees to comply with the requirements of 49 U.S.C. § 5301 (d), which
states the Federal policy that the elderly and persons with disabilities have the same right
as other persons to use mass transportation service and facilities, and that special efforts
shall be made in planning and designing those services and facilities to implement that
policy. The contractor also agrees to comply with all applicable requirements of section
504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits
discrimination on the basis of handicaps, with the Americans with Disabilities Act of 1990
(ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities
and services be made available to persons with disabilities, including any subsequent
amendments to that Act, and with the Architectural Barriers act of 1968, as amended, 42
U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be
accessible to persons with disabilities, including any subsequent amendments to that Act.
In addition, the contractor agrees to comply with any and all applicable requirements
issued by the FTA, DOT, DOJ, U.S. GSA, U.S. EEOC, U.S. FCC, any subsequent
amendments thereto and any other nondiscrimination statute(s) that may apply to the
Project.
37. BYRD ANTI-LOBBYING AMENDMENT
Contractors who apply or bid for an award of $100,000 or more shall file the required
certification. Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with
obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352.
Each tier shall also disclose any lobbying with nonfederal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to
tier up to the Agency.‖
38. BUS TESTING
The operator of the bust testing facility is required to provide the resulting test report to the
entity that submits the bus for testing. The manufacturer or dealer of a new bus model or a
bus produced with a major change in component or configuration is required to provide a
copy of the corresponding full bus testing report and any applicable partial testing report(s)
to the Agency during the point in the procurement process specified by the Agency, but in
all cases before final acceptance of the first bus by the Agency. The complete bus testing
report requirements are provide in 49 C.F.R. § 665.11.
39. CARGO PREFERENCE REQUIREMENTS
The contractor agrees:
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a. to use privately owned United States-Flag commercial vessels to ship at least 50
percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo
liners, and tankers) involved, whenever shipping any equipment, material, or
commodities pursuant to the underlying contract to the extent such vessels are
available at fair and reasonable rates for United States-Flag commercial vessels;
b. to furnish within 20 working days following the date of loading for shipments originating
within the United States or within 30 working days following the date of loading for
shipments originating outside the United States, a legible copy of a rated, "onboard"
commercial ocean bill-of-lading in English for each shipment of cargo described in the
preceding paragraph to the Division of National Cargo, Office of Market Development,
Maritime Administration, Washington, DC 20590 and to the FTA Recipient (through the
contractor in the case of a subcontractor's bill-of-lading.); and
c. to include these requirements in all subcontracts issued pursuant to this contract when
the subcontract may involve the transport of equipment, material, or commodities by
ocean vessel.
40. PRE-AWARD AND POST-DELIVERY AUDITS OF ROLLING STOCK PURCHASES
The Contractor agrees to comply with 49 U.S.C. § 5323(m) and FTA's implementing
regulation at 49 C.F.R. part 663. The Contractor shall comply with the Buy America
certification(s) submitted with its proposal/bid. The Contractor agrees to participate and
cooperate in any pre-award and post-delivery audits performed pursuant to 49 C.F.R. part
663 and related FTA guidance.
41. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE
SERVICES OR EQUIPMENT
a) Department and sub-recipients are prohibited from obligating or expending loan or grant
funds to:
1) Procure or obtain covered telecommunications equipment or services;
2) Extend or renew a contract to procure or obtain covered telecommunications
equipment or services; or
3) Enter into a contract (or extend or renew a contract) to procure or obtain covered
telecommunications equipment or services.
(b) As described in section 889 of Public Law 115232, ―covered telecommunications
equipment or services‖ means any of the following:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE
Corporation (or any subsidiary or affiliate of such entities);
(2) For the purpose of public safety, security of government facilities, physical security
surveillance of critical infrastructure, and other national securitypurposes, video
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surveillance
and
telecommunications
equipment
produced
by
Hytera
Communications Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary or affiliate of such entities);
(3) Telecommunications or video surveillance services provided by such entities or using
such equipment;
(4) Telecommunications or video surveillance equipment or services produced or
provided by an entity that the Secretary of Defense, in consultation with the Director
of the National Intelligence or the Director of the Federal Bureau of Investigation,
reasonably believes to be an entity owned or controlled by, or otherwise connected
to, the government of a covered foreign country;
(c) For the purposes of this section, ―covered telecommunications equipment or services‖
also include systems that use covered telecommunications equipment or services as a
substantial or essential component of any system, or as critical technology as part of
any system.
(d) In implementing the prohibition under section 889 of Public Law 115232, heads of
executive agencies administering loan, grant, or subsidy programs must prioritize
available funding and technical support to assist affected businesses, institutions and
organizations as is reasonably necessary for those affected entities to transition from
covered telecommunications equipment or services, to procure replacement equipment
or services, and to ensure that communications service to users and customers is
sustained.
(e) When the recipient or subrecipient accepts a loan or grant, it is certifying that it will
comply with the prohibition on covered telecommunications equipment and services in
this section. The recipient or subrecipient is not required to certify that funds will not be
expended on covered telecommunications equipment or services beyond the
certification provided upon accepting the loan or grant and those provided upon
submitting payment requests and financial reports.
(f) For additional information, see section 889 of Public Law 115232 and 200.471.
42. SIMPLIFIED ACQUISITION THRESHOLD
Contracts for more than the simplified acquisition threshold, which is the inflation adjusted
amount determined by the Civilian Agency Acquisition Council and the Defense
Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. § 1908, or
otherwise set by law, must address administrative, contractual, or legal remedies in
instances where contractors violate or breach contract terms, and provide for such
sanctions and penalties as appropriate. (Note that the simplified acquisition threshold
determines the procurement procedures that must be employed pursuant to 2 C.F.R. §§
200.317–200.327. The simplified acquisition threshold does not exempt a procurement
from other eligibility or processes requirements that may apply. For example, Buy
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America’s eligibility and process requirements apply to any procurement in excess of
$150,000. 49 U.S.C. § 5323(j)(13).
43. FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS
(1) The contractor certifies that it:
(a)
Does not have any unpaid Federal tax liability that has been assessed, for which
all judicial and administrative remedies have been exhausted or have lapsed,
and that is not being paid in a timely manner pursuant to an agreement with the
authority responsible for collecting the tax liability; and
(b)
Was not convicted of the felony criminal violation under any Federal law within
the preceding 24 months.
If the contractor cannot so certify, the Recipient will refer the matter to FTA and not enter
into any Third Party Agreement with the Third Party Participant without FTA’s written
approval.
(2) FlowDown.
The Recipient agrees to require the contractor to flow this requirement down to
participants at all lower tiers, without regard to the value of any sub-agreement.
44. SEVERABILITY
The Contractor agrees that if any provision of this agreement or any amendment thereto
is determined to be invalid, then the remaining provisions thereof
that conform to federal laws, regulations, requirements, and guidance will continue in
effect.
45. TRAFFICKING IN PERSONS
The contractor agrees that it and its employees that participate in the Recipient’s Award,
may not:
(a)
Engage in severe forms of trafficking in persons during the period of time that the
Recipient’s Award is in effect;
(b)
Procure a commercial sex act during the period of time that the Recipient’s
Award is in effect; or
(c)
Use forced labor in the performance of the Recipient’s Award or sub-agreements
thereunder.
EXHIBIT 1
Title VI/Non-Discrimination Assurances
Appendix A
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 88 of 96
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees as follows:
1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the
Acts and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S.
Department of Transportation, the Federal Highway Administration, as they may be amended from time
to time, which are herein incorporated by reference and made a part of this contract.
2. Non-discrimination: The contractor, with regard to the work performance by it during the contract, will
not discriminate on the grounds of race, color, or national origin in the selection and retention of
subcontractors, including procurements of materials and leases of equipment. The contractor will not
participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including
employment practices when the contract covers any activity, project, or program set forth in Appendix B
of 49 CFR Part 21.
3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all
solicitations, either by competitive bidding, or negotiation made by the contractor for work to be
performed under a subcontract, including procurements of materials, or leases of equipment, each
potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under
this contract and the Acts and Regulations relative to Non-discrimination on the grounds of race, color,
or national origin.
4. Information and Reports: The contractor will provide all information and reports required by the Acts,
the Regulations, and directives issued pursuant thereto and will permit access to its books, records,
accounts, other sources of information, and its facilities as may be determined by the Recipient or the
Federal Highway Administration to be pertinent to ascertain compliance with such Acts, Regulations,
and instructions. Where any information required of a contractor is in the exclusive possession of
another who fails or refuses to furnish the information, the contractor will so certify to the Recipient or the
Federal Highway Administration, as appropriate, and will set forth what efforts it has made to obtain the
information.
5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-
discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the
Federal Highway Administration ,may determine to be appropriate, including, but not limited to:
a.
withholding payments to the contractor under the contract until the contractor complies;
and/or
b.
cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six
in every subcontract, including procurements of materials and leases of equipment, unless exempt by
the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with
request to any subcontract or procurement as the Recipient or the Federal Highway Administration may
direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if
the contractor becomes involved in, or is threatened with litigation by a subcontractor or supplier
because of such direction, the contractor may request the Recipient to enter into any litigation to protect
the interests of the Recipient. In addition, the contractor may request the United States to enter into the
litigation to protect the interests of the United States.
EXHIBIT 2
Title VI/Non-Discrimination Assurances
Appendix E
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 89 of 96
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and
authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
•
Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on
the basis of race, color, national origin): and 49 CFR Part 21.
•
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601),
(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or
Federal-aid programs and projects);
•
Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 etseq.), (prohibits discrimination on the basis of sex);
•
Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
•
The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on
the basis of age);
•
Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits
discrimination based on race, creed, color, national origin, or sex);
•
The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability
of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the
Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of
the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such
programs or activities are Federally funded or not);
•
Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability
in the operation of public entities, public and private transportation systems, places of public
accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of
Transportation regulations at 49 C.F.R. parts 37 and 38;
•
The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
•
Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-
Income Populations, which ensures discrimination against minority populations by discouraging programs,
policies, and activities with disproportionately high and adverse human health or environmental effects on
minority and low-income populations;
•
Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and
resulting agency guidance, national origin discrimination includes discrimination because of limited English
proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP
persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
•
Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities (20 U.S.C. 1687 et. seq).
EXHIBIT 3
ON-SITE MANUFACTURER INSPECTION COMPLIANCE
CERTIFICATION
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 90 of 96
(Post-Delivery purchaser’s requirement, in compliance with the federal requirements of 49 U.S.C. Section
5323(m))
ON-SITE MANUFACTURER INSPECTION COMPLIANCE CERTIFICATION
(Rolling Stock Procurements for more than 10 vehicles for areas >200,000 in population)
As required by 49 CFR Part 663Subpart C, the ______________________________________________________
(Recipient’s name)
Certifies that a resident inspector, _______________________________________________________________
(Name of inspector)
Was at _____________________________________________________________________________________
(the manufacturer’s)
manufacturing site during the period of manufacture of the buses, _____________________________________
(description of buses).
The inspector visually inspecting the buses, the _________________________________________ (the recipient)
has reviewed the inspection documentation, maintains a copy of this report, and certifies that the buses meet
the contract specifications.
ON-SITE MANUFACTURER INSPECTION COMPLIANCE CERTIFICATION
(Rolling Stock Procurements for more than 20 vehicles for areas < 200,000 in population)
As required by 49 CFR Part 663 Subpart C, the ______________________________________________________
(Recipient’s name)
Certifies that a resident inspector, _______________________________________________________________
(Name of inspector)
was at _____________________________________________________________________________________
(The manufacturers)
Manufacturing site during the period of manufacture of the buses, _____________________________________
(description of buses).
The inspector visually inspecting the buses, the _____________________________________________________
(the recipient) has reviewed the inspection documentation, maintains a copy of this report, and certifies that the
buses meet the contract specifications.
Signature _________________________________________________ Date ______/ ______/ ______
Title ______________________________________________________________________________
EXHIBIT 4
PRE-AWARD AUDIT AND CERTIFICATION
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 91 of 96
Subrecipient
Date / Completed
By
Description
Program/Phas
e/Amounts
Master
Agreement;
49 CFR §663.21
49 CFR §663.23
Met? Y/N
(if NO 1b, 1 REQ'D)
(1) A Buy America certification:
a) There is a letter from FTA which grants a waive OR
Met? Y/N
(if NO 1a, 2 REQ'D)
b) ADOT reviewed documentation provided by the manufacturer which lists—
1) Component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the
parts, their country of origin and costs; and
2) The location of the final assembly point for the rolling stock, including a description of the activities that will
take place at the final assembly point and the cost of final assembly.
Met? Y/N
(2 REQ'D)
(2) A purchaser's requirements certification:
a) The rolling stock the recipient is contracting for is the same product described in the purchaser's solicitation
specification; and
b) The proposed manufacturer is a responsible manufacturer with the capability to produce a vehicle that meets the
recipient's
Met? Y/N
(1 REQ'D)
a) If a vehicle purchased under this part is subject to the Federal Motor Vehicle Safety Standards issued by the
National Highway Traffic Safety Administration in part 571 of this title, a recipient shall keep on file its certification
that it received, both at the pre-award and post-delivery stage, a copy of the manufacturer's self-certification
information that the vehicle complies with relevant Federal Motor Vehicle Safety Standards.
49 CFR §663.41
a) Except for rolling stock subject to paragraph (b) of this section, if a vehicle purchased under this part is not subject
to the Federal Motor Vehicle Safety Standards issued by the National Highway Traffic Safety Administration in part
571 of this title, the recipient shall keep on file its certification that it received a statement to that effect from the
manufacturer.
49 CFR §663.43
PRE-AWARD AUDIT (before issuing purchase order)
49 CFR §663.25
49 CFR §663.27
(3) A manufacturer's Federal Motor Vehicle Safety certification or Certification that Federal motor vehicle standards do not apply.
Pre-award audit requirements.
A recipient purchasing revenue service rolling stock with FTA funds must ensure that a pre-award audit under this part is complete before
the recipient enters into a formal contract for the purchase of such rolling stock.
49 CFR 661.13 Grantee Responsibility
(a) The grantee shall adhere to the Buy America clause set forth in its grant contract with FTA
Section 16. Preference for United States Products and Services.
a. Buy America. Domestic preference procurement requirements of:
49 CFR §663.13
(1) 49 U.S.C. § 5323(j), as amended by FAST Act, and
(2) FTA regulations, “Buy America Requirements,” 49 C.F.R. part 661, to the extent consistent with FAST Act,
49 CFR §663.23 Description of pre-award audit. A pre-award audit under this part includes—
(a) A Buy America certification as described in §663.25 of this part;
(b) A purchaser's requirements certification as described in §663.27 of this part; and
(c) Where appropriate, a manufacturer's Federal Motor Vehicle Safety certification information as described in §663.41 or §663.43 of
this part.
EXHIBIT 5
PURCHASER'S PRE-AWARD REQUIREMENTS
CERTIFICATION
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 92 of 96
Subrecipient
Description
Program/Phase/Amount
s
Signature
Date Signed
I hereby certify that the proposed manufacturer is a responsible manufacturer with the capability to produce a
vehicle that meets the recipient's
Purchaser's Pre-Award Requirements Certification
49 CFR §663.27
I hereby certify that the rolling stock the recipient is contracting for is the same product described in the
purchaser's solicitation specification; and
EXHIBIT 6
PURCHASER'S POST-AWARD REQUIREMENTS
CERTIFICATION
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 93 of 96
Subrecipient
Date / Completed
By
Description
Program/Phase/A
mounts
Buy America-Compliant Buses
§663.33 Description of post-delivery audit. A post-delivery audit under this part includes—
(a) A post-delivery Buy America certification as described in §663.35 of this part;
§663.35 Post-delivery Buy America certification. For purposes of this part, a post-delivery Buy America certification is a certification
that the recipient keeps on file that—
(a) There is a letter from FTA which grants a waiver to the rolling stock received from the Buy America requirements under sections 165
(b)(1), or (b)(4) of the Surface Transportation Assistance Act of 1982, as amended; or
(b) The recipient is satisfied that the rolling stock received meets the requirements of section 165 (a) or (b)(3) of the Surface
Transportation Assistance Act of 1982, as amended, after having reviewed itself or by means of an audit prepared by someone other than
the manufacturer or its agent documentation provided by the manufacturer which lists—
(1) Components and subcomponent parts of the rolling stock identified by manufacturer of the parts, their country of origin and costs; and
(2) The actual location of the final assembly point for the rolling stock including a description of the activities which took place at the final
assembly point and the cost of the final assembly.
(b) A post-delivery purchaser's requirements certification as described in §663.37 of this part; and
§663.37 Post-delivery purchaser's requirements certification. For purposes of this part, a post-delivery purchaser's requirements
certification is a certification that the recipient keeps on file that—
(a) Except for procurements covered under paragraph (c) in this section, a resident inspector (other than an agent or employee of the
manufacturer) was at the manufacturing site throughout the period of manufacture of the rolling stock to be purchased and monitored
and completed a report on the manufacture of such rolling stock. Such a report, at a minimum, shall—
(1) Provide accurate records of all vehicle construction activities; and
(2) Address how the construction and operation of the vehicles fulfills the contract specifications.
(b) After reviewing the report required under paragraph (a) of this section, and visually inspecting and road testing the delivered vehicles,
the vehicles meet the contract specifications.
(c) For procurements of:
(1) Ten or fewer buses; or
(2) Procurements of twenty vehicles or fewer serving rural (other than urbanized) areas, or urbanized areas of 200,000 people or fewer;
or
(3) Any number of primary manufacturer standard production and unmodified vans, after visually inspecting and road testing the
vehicles, the vehicles meet the contract specifications.
Met? Y/N
(1 REQ'D)
(c) When appropriate, a manufacturer's Federal Motor Vehicle Safety Standard self-certification information as described in §663.41 or
§663.43 of this part.
§663.41 Certification of compliance with Federal motor vehicle safety standards.
If a vehicle purchased under this part is subject to the Federal Motor Vehicle Safety Standards issued by the National Highway Traffic
Safety Administration in part 571 of this title, a recipient shall keep on file its certification that it received, both at the pre-award and post-
delivery stage, a copy of the manufacturer's self-certification information that the vehicle complies with relevant Federal Motor Vehicle
Safety Standards.
§663.43 Certification that Federal motor vehicle standards do not apply.
(a) Except for rolling stock subject to paragraph (b) of this section, if a vehicle purchased under this part is not subject to the Federal
Motor Vehicle Safety Standards issued by the National Highway Traffic Safety Administration in part 571 of this title, the recipient shall
keep on file its certification that it received a statement to that effect from the manufacturer.
(b) This subpart shall not apply to rolling stock that is not a motor vehicle.
The Post-Delivery Review Requirements (http://www.fta.dot.gov/legislation_law/12921_5430.html)
The Post-Delivery Buy America Certification Requirement
Select basis'
(1 REQ'D)
49 CFR 663(b)
Met? Y/N
(3 REQ'D)
EXHIBIT 6
PURCHASER'S POST-AWARD REQUIREMENTS
CERTIFICATION
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 94 of 96
Buy America-Exempt Buses
49 CFR 663(a)
The Post-Delivery Purchaser’s Requirements Certification Requirement
More Than Ten Buses or Modified Vans
§663.37 Post-delivery purchaser's requirements certification. For purposes of this part, a post-delivery purchaser's requirements
certification is a certification that the recipient keeps on file that—
(a) Except for procurements covered under paragraph (c) in this section, a resident inspector (other than an agent or employee of the
manufacturer) was at the manufacturing site throughout the period of manufacture of the rolling stock to be purchased and monitored and
completed a report on the manufacture of such rolling stock. Such a report, at a minimum, shall—
(1) Provide accurate records of all vehicle construction activities; and
(2) Address how the construction and operation of the vehicles fulfills the contract specifications.
(b) After reviewing the report required under paragraph (a) of this section, and visually inspecting and road testing the delivered vehicles,
the vehicles meet the contract specifications.
(c) For procurements of:
(1) Ten or fewer buses; or
(2) Procurements of twenty vehicles or fewer serving rural (other than urbanized) areas, or urbanized areas of 200,000 people or fewer; or
(3) Any number of primary manufacturer standard production and unmodified vans, After visually inspecting and road testing the vehicles,
the vehicles meet the contract specifications.
Ten or Fewer Buses or Modified Vans, or any Number of Unmodified Vans
§663.37 Post-delivery purchaser's requirements certification. For purposes of this part, a post-delivery purchaser's requirements certification
is a certification that the recipient keeps on file that—
(a) Except for procurements covered under paragraph (c) in this section, a resident inspector (other than an agent or employee of the
manufacturer) was at the manufacturing site throughout the period of manufacture of the rolling stock to be purchased and monitored and
completed a report on the manufacture of such rolling stock. Such a report, at a minimum, shall—
(1) Provide accurate records of all vehicle construction activities; and
(2) Address how the construction and operation of the vehicles fulfills the contract specifications.
(b) After reviewing the report required under paragraph (a) of this section, and visually inspecting and road testing the delivered vehicles, the
vehicles meet the contract specifications.
(c) For procurements of:
(1) Ten or fewer buses; or
(2) Procurements of twenty vehicles or fewer serving rural (other than urbanized) areas, or urbanized areas of 200,000 people or fewer; or
(3) Any number of primary manufacturer standard production and unmodified vans, after visually inspecting and road testing the vehicles,
the vehicles meet the contract specifications.
Only Mark 1 Option
Below
Met? Y/N
(Required if Not Exempt)
FMVSS-Compliant Buses
§663.41 Certification of compliance with Federal motor vehicle safety standards.
If a vehicle purchased under this part is subject to the Federal Motor Vehicle Safety Standards issued by the National Highway Traffic
Safety Administration in part 571 of this title, a recipient shall keep on file its certification that it received, both at the pre-award and post-
delivery stage, a copy of the manufacturer's self-certification information that the vehicle complies with relevant Federal Motor Vehicle
Safety Standards
Met? Y/N
(Required if Exempt)
FMVSS-Exempt Buses
§663.43 Certification that Federal motor vehicle standards do not apply.
(a) Except for rolling stock subject to paragraph (b) of this section, if a vehicle purchased under this part is not subject to the Federal Motor
Vehicle Safety Standards issued by the National Highway Traffic Safety Administration in part 571 of this title, the recipient shall keep on
file its certification that it received a statement to that effect from the manufacturer.
(b) This subpart shall not apply to rolling stock that is not a motor vehicle.
Only Mark if:
Rejecting Vehicle (a) OR
Conditional Acceptance
(b)
§663.39 Post-delivery audit review.
(a) If a recipient cannot complete a post-delivery audit because the recipient or its agent cannot certify Buy America compliance or that the rolling
stock meets the purchaser's requirements specified in the contract, the rolling stock may be rejected and final acceptance by the recipient will not
be required. The recipient may exercise any legal rights it has under the contract or at law.
(b) This provision does not preclude the recipient and manufacturer from agreeing to a conditional acceptance of rolling stock pending
manufacturer's correction of deviations within a reasonable period of time.
49 CFR 663.41
49 CFR 663.43
49 CFR 663.39
Only 1 section required:
Either > 10 or <= 10
Met? Y/N
(3 REQ'D if applicable)
49 CFR 663.37(a)&(b)
Met? Y/N
(3 REQ'D if applicable)
49 CFR 663.37(c.)
The Post-Delivery FMVSS Certification Requirement
EXHIBIT 7
PURCHASER'S POST-AWARD REQUIREMENTS
CERTIFICATION
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 95 of 96
Subrecipient
Description
Program/Phase/Amount
s
Signature
Date Signed
I hereby certify that the proposed manufacturer is a responsible manufacturer with the capability to produce a
vehicle that meets the recipient's
Purchaser's Post-Award Requirements Certification
49 CFR §663.37
I hereby certify that the rolling stock the recipient is contracting for is the same product described in the
purchaser's solicitation specification; and
EXHIBIT 8
VEHICLE MODIFICATION INSPECTION AND ACCEPTANCE FOR CATEGORY 4
(Arizona Department of Economic Security
Rehabilitation Services Administration)
Solicitation No: BPM007074
Available online at
https://app.az.gov/
Page 96 of 96
VEHICLE MODIFICATION INSPECTION AND ACCEPTANCE FOR CATEGORY 4
RSA Client’s Name: _______________________________
RSA Counselor’s Name: ____________________________
Equipment Installer’s Name: ________________________
CDRS Evaluator’s Name: ___________________________
Client’s Satisfaction with Vehicle Modification Services
1. Was the vehicle modification completed on schedule? ☐YES ☐NO
Complements or Complaints: _______________________
2. Are all authorized services completed? ☐YES ☐NO
Complements or Complaints: _______________________
3. Do all components function properly? ☐YES ☐NO
Complements or Complaints: _______________________
4. Is the workmanship satisfactory? ☐YES ☐NO
Complements or Complaints: _______________________
5. Have all questions been answered? ☐YES ☐NO
Complements or Complaints: _______________________
If the vehicle modification is not satisfactory, describe issue/s:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Has the vehicle mod prescription been filled as specified, ready for payment? ☐Yes ☐No
Is additional work required? describe:
_______________________________________________________________________
_______________________________________________________________________
Sign here if the vehicle modification was satisfactory and accepted by all parties:
RSA Client’s Signature: ______________________________ Date:____________
CDRS Evaluator’s Signature: ______________________________ Date:____________
Equipment Installer Signature: ____________________________ Date:____________
Counselor’s Signature (or designee): _______________________ Date:____________
1
01/28/2025
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MODEL 1 COMMERICAL VEHICLES, INC.
This Linking Agreement (“Agreement”) is entered into as of this day of , 2026, between the
City of Glendale, an Arizona municipal corporation (“City”), and Model 1 Commercial Vehicles, Inc., an
Indiana Corporation, authorized to do business in Arizona (“Contractor”), collectively, the “Parties.”
RECITALS
A.
On April 1, 2026, Arizona Department of Transporation, a member of the State of Arizona
Purchasing Cooperative Program, entered into a contract with Contractor to purchase the goods
and services described in Mobility Vehicle and Conversion Services. Mobility Vehicle Modification
services for Client owned equipment Contract No. CTR080563 (“Cooperative Agreement”), which
is attached hereto as Exhibit A. The Cooperative Agreement allows its cooperative use by other
governmental agencies, including the City.
B.
Section 2-149 of the City’s Procurement Code permits the Finance Director to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when
the best interests of the City would be served.
C.
Section 2-149 also provides that the Finance Director may enter into such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.
D.
The City wishes to contract with Contractor for supplies or services identical to those being provided
to other units of government under the Cooperative Agreement. Contractor consents to the City’s
cooperative use of the terms and conditions of the Cooperative Agreement, and agrees to provide
the supplies and services set forth in the Statement of Work appended hereto as Exhibit B.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and
the covenants and promises contained in this Linking Agreement, the parties agree as follows:
1.
Term of Agreement.
A.
As provided in the Cooperative Agreement, purchases can be made by governmental entities
from the date of award, which was April 1, 2026, until the date the contract terminates on
March 31, 2027, unless the term is extended by mutual agreement of the parties to the
Cooperative Agreement. The Cooperative Agreement, however, may not be extended
beyond April 30, 2031. The initial period of this Agreement is the period from the Effective
Date of this Agreement until March 31, 2027.
B.
The City may extend the term of this Agreement for supplemental periods of up to a
maximum of forty-eight (48) months if the Cooperative Agreement is likewise extended and
the City gives the Contractor notice that it is exercising its option to extend this Agreement
2
01/28/2025
30 days prior to the anniversary of the Effective Date. Glendale extensions are not automatic
and shall only occur if the City affirmatively exercises its right to extend this Agreement.
2.
Scope of Work; Terms, Conditions, and Specifications.
A.
Contractor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.
B.
Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement. Such terms, conditions and specifications are
specifically incorporated into and are an enforceable part of this Agreement.
3.
Compensation.
A.
City shall pay Contractor compensation at the same rate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.
B.
The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed seven million dollars ($7,000,000) for the entire term of the Agreement
(initial term plus any extensions).
4.
Cancellation. This Agreement may be cancelled pursuant to A.R.S. § 38-511.
5.
Non-discrimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.
6.
Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.
7.
E-verify. Contractor complies with A.R.S. § 23-214 and agrees to comply with the requirements of
A.R.S. § 41-4401.
8.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
9.
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not currently, and
during the term of this Agreement, will not use:
a.
the forced labor of ethnic Uyghurs in the People’s Republic of China;
b.
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c.
any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China.
3
01/28/2025
10.
Attestation of PCI Compliance. When applicable, the Contractor will provide the City annually with
a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate
signed by an officer of Contractor with oversight responsibility.
11.
Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
respective authorized representatives at the address listed below:
City of Glendale
c/o Nathan Whyte, Transit Administrator
6210 W. Myrtle Avenue, Building S
Glendale, AZ 85301
623-930-3509
and
Model 1 Commercial Vehicles, Inc.
c/o Jeff Pilon
9225 Priority Way Drive, Ste. 300
Indianapolis, IN 46240
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set
forth above.
“City”
“Contractor”
City of Glendale, an Arizona
Model 1 Commercial Vehicles, Inc.,
municipal corporation
an Indiana Corporation
By:
____________________________
By:
____________________________
Patrick S. Banger
Name: Jason Spore
City Manager
Title: Transit Bid Manager
ATTEST:
___________________________
Julie K. Bower
(SEAL)
City Clerk
APPROVED AS TO FORM:
___________________________
Michael D. Bailey
City Attorney
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MODEL 1 COMMERCIAL VEHICLES, INC.
EXHIBIT A
SEE ATTACHED STATE OF ARIZONA CONTRACT NUMBER CTR080563
MOBILITY VEHICLE AND CONVERSION SERVICES. MOBILITY VEHICLE
MODIFICATION SERVICES FOR CLIENT OWNED EQUIPMENT.
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MODEL 1 COMMERCIAL VEHICLES, INC.
EXHIBIT B
Scope of Work
This project is for the purchase of new buses, parts, equipment, and repair services on an as-needed basis
per State of Arizona Contract No. CTR080563.
LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
MODEL 1 COMMERCIAL VEHICLES, INC.
EXHIBIT C
METHOD AND AMOUNT OF COMPENSATION
Method and amount of compensation is in accordance with EXHIBIT A attached.
NOT TO EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the
Statement of Work must not exceed $7,000,000.00 for the entire term of the Agreement.
DETAILED PROJECT COMPENSATION
SEE ATTACHED EXHIBIT A.