REQUEST FOR PROPOSAL

Transcription

1 REQUEST FOR PROPOSAL STATE OF ARIZONA ARIZONA DEPARTMENT OF TRANSPORTATION 1739 W. Jackson Street, Suite A Phoenix, AZ SOLICITATION NUMBER: ADOT DESCRIPTION: In accordance with A.R.S , Competitive Sealed Proposals the Arizona Department of Transportation invites sealed proposals from qualified firms for Public Private Partnership (P3) Financial Advisor Services. PRE-OFFER CONFERENCE: No Pre-Offer will be held. BID OPENING DATE AND TIME: Offers shall be received until 3:00 p.m. on February 17, SUBMITTALS: Offers in response to this solicitation shall be submitted within the State s e-procurement system ProcureAZ () before the date/time listed in the BID OPENING DATE field. Late submittals will not be considered. Offers received by the due date and time will be electronically opened. Offers submitted outside of ProcureAZ, or those that are received after the due date and time shall be rejected. QUESTIONS: Inquiries regarding the solicitation are to be submitted online through ProcureAZ using the Q&A Tab. OFFERORS ARE STRONGLY ENCOURAGED TO READ THE ENTIRE SOLICITATION. Pamela Veal Procurement Officer Phone: PVeal@azdot.gov 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 U.S.C. 2000d-4) and the Regulations, 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, or national origin in consideration for an award

2 TABLE OF CONTENTS SECTION Notice Table of Contents PAGE i ii Scope of Work 3 Special Terms and Conditions 8 Exhibits 1 - Title VI/Non-Discrimination Assurances Appendix A Title VI/Non-Discrimination Assurances Appendix E 21 Page 2 of 21

3 SCOPE OF WORK 1. STATEMENT OF NEED The Arizona Department of Transportation (ADOT), Office of P3 Initiatives & International Affairs, hereinafter referred to as Department, is seeking the services of a qualified firm(s), hereinafter referred to as Contractor, to provide financial advisor services to assist the Department in the of HB The program is possible due to passage in of legislation which grants the Department the authority to utilize public-private partnerships (P3) as a method to deliver transportation and ancillary projects related to the department s mission. Offerors are encouraged to review Title 28, Chapter 22 to familiarize themselves with this authority. The Contractor(s) shall assist the Department and its team of P3 advisors in, identifying and evaluating potential P3 projects, project procurement, and in all other aspects of the P3 program. The Department retains a team of advisors that consist of a Program Manager/Technical Advisor, Financial Advisor, Legal Advisor, and a Traffic and Revenue Advisor. These advisors work together to assist the Department in developing and modifying guidelines, establishing procedures, identifying and evaluating potential projects, carrying out project procurement, advising on issues related to the P3 program, and other related activities. The Department desires to look at a broad range of possible P3 opportunities, with projects currently falling in the broad categories of maintenance, enforcement, and land transfers. Potential delivery methods that the Department may consider under its P3 program include: Predevelopment Agreements leading to other implementing agreements Design-Build-Maintain Agreements Design-Build-Finance-Operate Agreements Design-Build-Operate-Maintain Agreements Design-Build-Finance-Operate-Maintain Agreements A concession providing for the private partner to design, build, operate, maintain, manage, or lease an eligible facility. Any other project delivery method or agreement or combination of methods or agreements that the Department determines will serve the public interest. It is the intent of the Department to continue to have Design-Build projects follow procedures and programs previously established by the Department. 2. BACKGROUND As part of its P3 Program, ADOT reviews potential P3 transportation projects. Eligible projects, as defined in Section , can be initiated from a variety of sources, including nongovernmental entities, through the filing of an unsolicited proposal. Potential P3 projects are evaluated based on a number of criteria, which are described below. These criteria serve as general guidelines, all of which may or may not be applicable to certain projects. As the department continues to develop its P3 program and begins to evaluate projects, the P3 project evaluation criteria will likely continue to evolve. As deemed appropriate Page 3 of 21

4 SCOPE OF WORK by ADOT, the applicability and/or weightings of the criteria may change, and additional criteria may be considered. Consistency with Statewide Transportation Plan Network Continuity Considerations Constructability Congestion Relief Potential Potential Safety Impacts Social Impacts Environmental Impacts and Status Project Revenue Potential Toll Operations Viability Project Costs Capital Costs Financial Feasibility Stakeholder and Citizenry Acceptability Attractiveness to the Private Sector Other Factors 3. SCOPE OF SERVICES The Department desires to be on the cutting edge of innovative methods to assist in the delivery of the surface transportation and related projects, and is seeking one or more Financial Advisors experienced in a wide variety of P3 transactions for advancement of its P3 program. The Contractor shall be a firm that has the expertise and experience in advising clients similar to the Department in the development and finance of transportation projects and P3 agreements. The Contractor shall have a national and international perspective and be able to demonstrate broad experience with various project financing methods for transportation and related projects. Contractor shall be expected to provide advice across a vast spectrum of issues in the structuring, analysis, evaluation, documentation, and development of P3 delivery options. Contractor shall have knowledge of all applicable Federal and Arizona State laws and regulations and be in compliance with them. Contractor shall also assist the Department in other financial support services as deemed necessary by the Department, including, but not limited to, implementing detailed internal project development and delivery processes, developing detailed technical provisions, assisting in developing an outreach and education plan, assisting in the development of a Value for Money analysis and report, and other services related to the P3 program. Contractor shall be a key advisor in analyzing, evaluation and developing optimal business models and financial structures for potential P3 projects and assisting in the negotiation and development of financial aspects of procurement documents and contracts. Contractor shall perform a variety of services and will provide advice to the Department on financial issues related to the P3 program. Specific services may include, but not be limited to, the following: 3.1 General Provide ongoing advice and updates regarding market developments and financial innovations in the area of infrastructure finance. Provide insight on legislative changes that might impact financial issues related to the P3 program. Page 4 of 21

5 SCOPE OF WORK Assist in evaluating the potential impact of changes in state and federal law, regulations, or public policy initiatives. Provide comments on proposals and actions of the United States Department of Transportation (USDOT), Federal Highway Administration (FHWA), Federal Transit Administration (FTA), and other federal agencies relating to the financing and delivery of transportation projects. Support public relations and stakeholder outreach initiatives by providing assistance in preparing presentations, providing research and analysis, and attending meetings as requested. Assist in analyzing projects using established project screening methodologies and procedures to determine if P3 s or traditional methods are most appropriate for procurement. As required, assist in updating P3 program procedures, guidelines, project evaluation criteria, and other aspects of the P3 program. Develop, prepare, and present financial briefing materials and reports to ensure communication with the Department and other key stakeholders. Provide training to the Department staff and other internal stakeholders on P3 best practices, including opportunities which can result in cost savings or revenue generation, commercial and financial structures, risk allocation, and procurement strategies. Provide ongoing coordination with the Department and its P3 program advisors. Provide other services, advice, and deliverables as necessary to meet the Department s P3 program objectives, or as requested by the Department. 3.2 Project Development and Procurement The scope of services shall be specific to any potential P3 project, whether solicited or unsolicited, which comes before the Department: Assist in developing the project procurement schedule and work plan. Assist in the assessment of material risks, including assisting in developing risk matrices that reflect current market standards. Develop a financial model and use the model to assess various aspects of the project in consideration of cost, revenue, and competitiveness of financing. Develop a basis to assess Value for Money of a project, including developing a Public Sector Comparator methodology, the Shadow Bid model criteria, and other relevant tools and benchmarks. Prepare reports detailing the results of the assessments. Develop detailed and optimum deal structures based on the P3 model. Suggest ideas for the Department to effectively market projects, attract qualified Offerors, and maximize competition among the Offerors during the RFP phase. As requested, assist in developing the Request for Qualifications (RFQ) and/or Request for Proposals (RFP) for projects. In particular, assist with developing financial evaluation criteria and submission requirements. Participate in RFQ and/or RFP process, including attending one-on-one meetings with potential Offerors and providing input to the Department s responses to submitted questions. Assist in the evaluation of financial elements of proposals received, including an evaluation of the Offerors abilities to finance over the life of the project. Produce a report assessing the proposals from a Value for Money perspective. Page 5 of 21

6 SCOPE OF WORK Provide advice throughout the selection process with respect to the Offerors financing options and the relative impact of those options on value to the Department, taking into account broader public policy and Arizona Department of Transportation (ADOT) status as a highly-rated issuer in the tax-exempt market, and provide input into the Department s evaluations on the basis of such advice. As requested, participate in debriefings of unsuccessful Offerors. Assist in developing the financial elements of the P3 agreement. Assist with the procurement of any SEP-15 authorizations and processes, as well as Transportation Infrastructure Finance and Innovation Act (TIFIA) and / or Private Activity Bond allocations or utilization of other federal financial tools on behalf of project bid groups. Assist the Department in promoting projects to rating agencies. Assist with the negotiation of the final terms of the P3 agreement with the selected Offeror. As requested, support the Department in administrative tasks necessary to complete the procurement process. Assist with P3 financial closing. Assist with transition planning and development of appropriate financial oversight procedures to administer the P3 agreement after financial close. Assist with any other project-related tasks requested by the Department. 3.3 Minimum Requirements Contractor shall meet the following minimum requirements: Be knowledgeable and experienced in: o Assisting with financial elements of applications made to the U.S. Department of Transportation (USDOT) and FHWA for TIFIA assistance, PABs allocation, and tolling authority, including the negotiations associated with these elements; o Financial issues related to P3 programs and projects; o Developing financial models that include sensitivity assessments for P3 projects; o Assessing financial risk for P3 projects; o Developing financial elements of P3 agreements and assisting with negotiations of final terms for P3 projects; o Marketing P3 projects and attracting qualified Offerors to maximize competition; o Promoting P3 projects to rating agencies; o Developing financial evaluation criteria and financial submission requirements for financial elements of P3 project proposals; o Evaluating financial elements of P3 projects and proposals, including evaluations of prospective bidders abilities to finance the life of a project; o Developing and presenting financial briefing materials and reports. Understanding the department s tax exempt debt program in conjunction with developing and evaluating P3 project financing and capital costs; Demonstrate the ability to work as part of a team of professional advisors on P3 or similar projects. Page 6 of 21

7 SCOPE OF WORK Demonstrate the ability to complete all work shown in the RFP for the P3 program Financial Advisor. Shall be appropriately registered as a municipal advisor with both the Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB). 4. CONTRACTOR RESPONSIBILITIES Shall comply with applicable local, state, and federal laws pertaining to organizational and other conflicts of interests, as well as with licensing requirements. 5. DEPARTMENT RESPONSIBILITIES Provide access to the Department s personnel, offices, and computer information as required. Provide required statutes, manuals, policies, and procedures, organization charts and records related to the Department s issue positions and desired options. Provide guidance and direction for all assignments. Assist in scheduling and coordinating meetings with applicable involved parties. Review and approve Contractor s reports and invoices for payment. Page 7 of 21

8 1. CONTRACT TERM The term of any resultant contract shall commence on the effective date of award and shall continue for a period of twelve (12) months thereafter, unless terminated, cancelled or extended as otherwise provided herein. 2. CONTRACT EXTENSION By mutual written contract amendment, any resultant contract may be extended for supplemental periods of up to a maximum of forty-eight (48) months. 3. CONTRACT CHANGES The Department reserves the right to revise significant changes in the scope, character, and/or complexity of the work and may be negotiated if it is mutually agreed that such changes are desirable and necessary. Contract changes defining and limiting the work and compensation must be documented in a written Contract Amendment, as defined by A.R.S , R (15) and signed by the Procurement Officer. 4. ELIGIBLE AGENCIES Any contract resulting from this solicitation shall be for the exclusive use of the Arizona Department of Transportation. 5. NON-EXCLUSIVE CONTRACT Any contract resulting from this solicitation shall be awarded with the understanding and agreement that it is for the sole convenience of the Department. The Department reserves the right to obtain like goods or services from another source when necessary. Off-Contract Purchase Authorizations may only be approved by the Department Chief Procurement Officer. Approval shall be at the discretion of the Chief Procurement Officer and shall be conclusive, however, approval shall be granted only after a proper review and when deemed appropriate. Off-contract procurement shall be consistent with the Arizona Procurement Code. 6. INVOICING REQUIREMENTS Invoices are required monthly for delivery of service and shall include at a minimum: Description and itemized listing of services Date of service Invoice Number Department contract number and purchase order number Page 8 of 21

9 Price per unit and total per unit Applicable taxes Total of invoice Invoices not sent to the proper address, or not containing the necessary and required information may delay payment to the contractor. A contractor whose payments are delayed due to improper invoicing shall make no claim against the Department or the State for late or finance charges. The Department will make every effort to process payment within thirty (30) calendar days after the acceptance of services. DELIVERY OF THE SERVICE TO THE DEPARTMENT DOES NOT CONSTITUTE ACCEPTANCE; THEREFORE, ONLY THE DEPARTMENT ACCEPTANCE DATE WILL BE A VALID DATE FOR STARTING THE THIRTY (30) CALENDAR DAY PAYMENT PERIOD. Payment due dates, including discount periods, will be computed from the date of acceptance or date of correct invoice (whichever is later) to the date the Department s warrant is mailed. 7. PRICE REDUCTION A price reduction adjustment may be offered at any time during the term of the contract and shall become effective upon notice. 8. PRICE ADJUSTMENT The Department will review fully documented requests for price increases for any contract which will or has been in effect for twelve (12) months. The request shall be submitted no less than 60 days prior to the contract renewal date. The Contractor shall provide fully documented information which supports the price increase request. Fully documented means that the request shall present detailed information and calculations that make it clear how the claimed increase has an impact on the contract unit prices. All assumptions regarding cost factors that have an impact on the requested increase shall also be clearly identified and justified. The requested price increase must be based upon a cost increase that was clearly unpredictable at the time of the offer and can be shown to directly affect the price of the item concerned. Any price increase adjustment request prior to the time of contract extension will be a factor in the extension review process. The Department will determine whether the requested price increase or an alternate option, is in the best interest of the State. 9. VENDOR REGISTRATION Prior to issuance of a Purchase Order and subsequent payment, the Contractor must be registered in the State of Arizona s ProcureAZ on-line system,. Ensure that the ProcureAZ registration matches the legal name on the Arizona Substitute W9 and that name matches the name you are registered with at the Internal Revenue Service. 10. CONTRACT ADMINISTRATION Page 9 of 21

10 For information regarding the Uniform and Special Terms and Conditions, and Specifications referenced herein contact: Pamela Veal Procurement Officer (602) The contractor shall contact the Procurement Group for guidance or direction in matters of contract interpretation or questions regarding the terms, conditions or scope of the contract. Only the Procurement Officer or authorized designee is authorized to change or amend the specific terms, conditions, or provisions of the contract. 11. NOTICES All notices, requests demands, consents, approvals, and other communications which may or are required to be served or given hereunder (for the purpose of these provisions collectively called Notices ), shall be in writing and shall be sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the party or parties to receive such notice as follows: a. If intended to the Department, to: Arizona Department of Transportation, Procurement Group 1739 West Jackson Street, Ste. A, MD 100P Phoenix, Arizona Attention: Pamela Veal b. If intended for the Contractor, to: The Contractor Name Address City, State, Zip Code Attention: 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, Chief Procurement Officer and if intended for the Contractor, to the person named on the Offer and Contract award Form of this Contract, or to such other person as either party may from time to time furnish in writing to the other by notice hereunder. Any notice so delivered shall be deemed to have been given as of the date such notice is personally delivered to the other party. 12. CANCELLATION FOR POSSESSION OF WEAPONS ON ADOT PROPERTY Page 10 of 21

11 This Contract may be cancelled if the Contractor or any subcontractors or others in the employ or under the supervision of the Contractor or subcontractors is found to be in possession of weapons. Possession of weapons (firearms, explosive devices, knives or blades of more than three (3) inches, or any other instrument designed for lethal or disabling use) is prohibited on ADOT property. Further, if the Contractor or any subcontractors or others in the employ of 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 , Criminal trespass in the third degree: classification. 13. CONFLICT OF INTEREST It should be noted that offerors are hereby advised of the Conflict of Interest Statutes, A.R.S. section , et seq. Any purchase order for services offered by the Department which may lead to a real or apparent conflict of interest, under the Arizona Revised Statutes, with regard to future State contracts or solicitations, may be refused by the offeror by notifying the Procurement Group in writing within five (5) days of receipt of the purchase order. If such a purchase order is refused, the offeror may be precluded from award of such future contract or solicitation if a real or apparent conflict of interest exists, as determined by the Department. The Department s intent and goals are to (i) ensure the integrity and fairness of all procurements carried out by the Department; (ii) avoid circumstances where certain consultants or proposers obtain, or have the appearance of obtaining, an unfair competitive advantage as a result of work performed for the Department or the State; and (iii) protect the Department s interests, and confidential and sensitive project-specific and programmatic information. In consideration thereof, the Department will expect the following with respect to your firm s work for us and other entities: No Hostile Positions or Interests. A consultant will not knowingly support, advance or endorse any project, plan, position or initiative that is hostile to or incompatible with the Department s known positions or interests. Confidentiality. Except as otherwise instructed by the Department, a consultant will maintain the confidentiality of all proprietary, trade secret, sensitive or other confidential or non-public information it receives as a result of its work. No Added Imposition. In addressing conflicts resulting from its work for the Department and another client of the consultant, the Department will not be required to expend more money or to work with different a firm or representatives of the consultant than would be required if the conflict did not exist. In other words, the Department should not be required to separately retain a new firm in order for the consultant to support another client. Incompatible Service. A consultant actively engaged and providing advisory services to the Department with respect to the its P3 program may not participate as an equity owner, team Page 11 of 21

12 member, subconsultant or consultant of or to a proposer for any P3 project or have a financial interest in any of the foregoing entities with respect to such projects. Further, a consultant who serves as a financial advisor to the Department cannot serve as a financial underwriter for P3 projects. Therefore, the consultant fully understands that they shall not be eligible to participate on any Offeror team in connection with any project associated with the Department s P3 program. Previous Work. A consultant previously engaged to provide services to the Department may be a proposer or participate as an equity owner, team member, consultant or subconsultant of, or to a proposer for a P3 project or have a financial interest in any of the foregoing entities with respect to that project provided that the Department is satisfied that: (i) (ii) (iii) (iv) (v) (vi) (vii) the consultant did not have access to or obtain knowledge of confidential or sensitive information, procedures, policies, and processes that could provide an unfair competitive advantage with respect to the procurement for that project. the data and information provided to the consultant in the performance of the services is either irrelevant to the procurement or available on an equal and timely basis to all proposers. the work products from the consultant incorporated into or relevant to the procurement for that project are available on an equal and timely basis to all proposers. there will be no adverse impact on the Department s project financing plans, including the ability to obtain and close funding and potential sources of funding. the Consultant has not been under contract for this RFP with the Department for a minimum of 12 months. Shall not be eligible to participate on any Offeror team in connection with any project associated with the Department s P3 program. The financial advisor and any of its affiliates, or subsidiaries are prohibited from selling, underwriting, or purchasing any debt, equity, or other financial instruments arising from a financing of any project developed pursuant to the Department s P3 program. 14. REVIEW OF CONTRACTOR S WORK Work performed by the Contractor shall be subject to periodic reviews and partial acceptance at various stages. The Department reserves the right to make such reviews and pass upon the acceptability of the Contractor s work. No partial acceptance shall relieve the Contractor s obligation to correct, without charge, any errors in the work on this contract. 15. ACCURACY OF WORK The Contractor shall be responsible for the accuracy of the work and shall promptly make all the necessary revisions or corrections resulting from errors and omissions on the part of the Contractor without additional compensation. Acceptance of the work by the Department will not relieve the Contractor of the responsibility for subsequent correction of any such errors and clarification of ambiguities. Page 12 of 21

13 16. INDEMNIFICATION To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees (hereinafter referred to as Indemnitee ) from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as Claims ) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an 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. 17. INSURANCE 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. 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 might arise out of the performance of the work under this contract by the Contractor, its agents, representatives, employees or subcontractors, and Contractor is free to purchase additional insurance. A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage with limits of liability not less than those stated below. 1. Commercial General Liability Occurrence Form Policy shall include bodily injury, property damage, personal and advertising injury and broad form contractual liability. General Aggregate $2,000,000 Page 13 of 21

14 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 to include the following additional insured language: The State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees shall be named as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor. Such additional insured shall be covered to the full limits of liability purchased by the Contractor, even if those limits of liability are in excess of those required by this Contract. b. Policy shall contain a waiver of subrogation endorsement 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. 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 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. 3. Worker's Compensation and Employers' Liability Workers' Compensation Statutory Employers' Liability Each Accident $1,000,000 Disease Each Employee $1,000,000 Disease Policy Limit $1,000,000 a. Policy shall contain a waiver of subrogation endorsement 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: Separately, EACH contractor or subcontractor exempt under A.R.S , and when such contractor or Page 14 of 21

15 subcontractor executes the appropriate waiver (Sole Proprietor/Independent Contractor) form. 4. PROFESSIONAL LIABILITY (ERRORS AND OMISSIONS LIABILITY) Each Claim $2,000,000 Annual Aggregate $2,000,000 a. 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, either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of two (2) years beginning at the time work under this Contract is completed. b. The policy shall cover professional misconduct or negligent acts for those positions defined in the Scope of Work of this contract. B. ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed to include, the following provisions: 1. The Contractor's policies shall stipulate that the insurance afforded the Contractor shall be primary insurance 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 (E). 2. Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract. C. NOTICE OF CANCELLATION: With the exception of (10) day notice of cancellation for non-payment of premium, any changes material to compliance with this contract in the insurance policies above shall require (30) days written notice to the State of Arizona. Such notice shall be sent directly to the Department and shall be sent by certified mail, return receipt requested. D. ACCEPTABILITY OF INSURERS: Contractors 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 from potential insurer insolvency. E. VERIFICATION OF COVERAGE: Contractor shall furnish the State of Arizona with certificates of insurance (ACORD form or equivalent approved by the State of Arizona) as required by this Contract. The certificates for each insurance policy are to be signed by an authorized representative. All certificates and endorsements are to be received and approved by the State of Arizona before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the project. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract. Page 15 of 21

16 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, certified copies of all insurance policies required by this Contract at any time. F. SUBCONTRACTORS: Contractors certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall furnish to the State of Arizona separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above. G. 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. H. EXCEPTIONS: In the event the Contractor or sub-contractor(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 sub-contractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply. Page 16 of 21

17 18. CONTRABAND Any person who takes into or out of, or attempts to take into or out of a correctional facility or the grounds belonging to or adjacent to a correctional facility, any item not specifically authorized by the correctional facility shall be prosecuted under the provisions of the Arizona Revised Statutes. All persons, including employees and visitors, entering upon these confines are subject to routine searches of their person, vehicles, property, or packages. DEFINITION A.R.S Contraband means any dangerous drug, narcotic drug, intoxicating liquor of any kind, deadly weapon, dangerous instrument, explosive or any other article whose use or possession would endanger the safety, security, or preservation of order in a correctional facility or any person therein. (Any other article includes any substance which could cause abnormal behavior, i.e. marijuana, non-prescription medication, etc.). PROMOTING PRISON CONTRABAND A.R.S A person, not otherwise authorized by law, commits promoting prison contraband: 1. By knowingly taking contraband into a correctional facility or the grounds of such a facility; or 2. By knowingly conveying contraband to any person confined in a correctional facility; or 3. By knowingly making, obtaining, or possessing contraband while being confined in a correctional facility. 4. Promoting prison contraband is a Class 5 Felony. 19. KEY PERSONNEL It is essential that the Contractor provide an adequate staff of experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract. The Contractor must assign specific individuals to the key positions. Once assigned to work under the contract, key personnel shall not be removed or replaced without the prior written approval of the Department. 20. SUBCONTRACTORS It is essential that the Contractor provide an adequate staff of experienced personnel capable of and devoted to the successful accomplishment of work to be performed under any resultant contract. The Contractor agrees that substitution of such specified individuals and/or personnel cannot be made without prior written approval by the Department. The Contractor shall bear all expenses incurred for any costs associated with subcontractors performing work under this contract. Page 17 of 21

18 21. REMOVAL OF CONTRACTOR S EMPLOYEES The Contractor agrees to utilize only experienced, responsible and capable personnel in the performance of the work. The Department may require that the Contractor remove from the job covered by this contract, employees who endanger persons or property or whose continued employment under the contract is inconsistent with the interest of the Department. 22. PROJECT ADMINISTRATION The Program Manager, Stephanie Brown,, Office of P3 Initiatives, will provide general direction as necessary and be responsible for decisions pertaining to work under this Contract. 23. TRAVEL Travel expenses authorized in advance and incurred at off-site assignments will be reimbursed at cost, in accordance with the State of Arizona Travel Policy and the ADOT Travel Authorization Policy and Procedure hereby incorporated herein. Travel expenses to Arizona outside a 50-mile radius of the Arizona border shall not be reimbursed. State travel policy includes the travel reimbursement schedules. Actual receipt for travel must be submitted for reimbursement of allowable direct costs (lodging, automobile, meals, etc.). The travel policies may be accessed via the internet at the State of Arizona, General Accounting Office's website ( or State of Arizona, Department of Transportation s website ( 24. CONTRACTOR SELECTION FROM MULTIPLE CONTRACTS The Department makes no guarantee as to the amount of work to be assigned to any Contractor and may exercise its option not to utilize the services requested herein. Selection will be at the sole discretion of the Department. The Department is under no financial obligation to any selected Contractor unless the Department issues a Purchase Order for a specific requirement. Formal contract amendments will be required for all changes in the contractual requirements. To the extent possible, pool contractors will be contacted on a rotation basis. If an assignment requires specialized skills it may be in the State s best interest to contact only one pool Contractor to contact specific pool Contractors without regard for rotation. 25. PARTNERING The Department intends to encourage the foundation of a cohesive partnership with the Contractor and principle subcontractors. This partnership will be bilateral in makeup and participation will be totally voluntary. The objectives are effective and efficient contract performance and completion within budget, on schedule, and in accordance with the specifications. Attendance should include Page 18 of 21

19 key Department personnel and Contractor s project manager, key project team members, subcontractors and suppliers. 26. 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. Page 19 of 21

20 EXHIBIT 1 Title VI/Non-Discrimination Assurances Appendix A 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 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. Page 20 of 21

21 EXHIBIT 2 Title VI/Non-Discrimination Assurances Appendix E 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 et seq.), (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 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 ), (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 ) 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 ) (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 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 et. seq). Page 21 of 21