Regional Transportation Authority of Pima County

Regional Transportation Authority of Pima County

Regional Transportation Authority of Pima County

CONTRACT FORPROFESSIONAL SERVICES

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This Contract, made and entered into by and between the Regional Transportation Authority of Pima County, referred to as RTAin this Contract, and ______, referred to as the Consultantin this Contract.

WITNESSETH:

WHEREAS, the RTA is a special taxing district formed pursuant to Title 48, Chapter 30 of Arizona Revised Statutes;

WHEREAS, the RTA receives revenue from a county-wide transportation excise tax;

WHEREAS, the RTA desires to engage the Consultant to perform professional serviceson an as-needed basis, and as otherwise specified in this Contract;

WHEREAS, the Consultant represents that it is fully able and professionally qualified to perform such services; and

WHEREAS, the RTABoard authorized the negotiation and execution of this Contract by the RTA Executive Director at its ______, 2016 regular meeting.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions hereinafter contained, the RTA does hereby engage the Consultant and the Consultant does hereby accept engagement in accordance with the conditions and terms that follow:

  1. SCOPE OF WORK

SEE ATTACHMENT A, incorporated herein by this reference.

  1. SPECIAL TERMS AND CONDITIONS

1)Key Personnel:

Principal in Charge: ______, an officer of the Consultant, will serve as the Principal in Charge and will have the authority to commit resources necessary to complete the Scope of Work and be ultimately responsible for satisfactory execution of all work tasks.

Consultant’s Project Manager: ______, an employee of the Consultant, will serve as the primary contact with the RTA Project Manager,______. The Consultant’s Project Manager’s responsibilities will include coordination and management of day-to-day work, development and production of all deliverables, reviewing and responding to RTA inquiries and comments, and tracking the status of the Contract budget and schedule.

2)Preauthorization This Contract is a preauthorizationfor Consultant to provide services on an as-needed basis only, and is not a guarantee that the RTA will ever request and/or utilize such services.

3)No Rights/Guaranties of Work: The Consultant acknowledges that it acquires no inherent or implied rights to provide services due to the execution of this Contract.

4)Work Assignment: Shall be used to define specific tasks, projects, and rates for all Work to be performed under this Contract and to provide authority and direction to perform Work under this Contract.

5)Renewal: The RTA, at its sole discretion, may extend this Contract up to four (4) additional one-year terms or add funding to this Agreement at any time without the approval or consent of the Consultant.

6)Insurance: The Consultant shall obtain insurance as described below and keep such coverage in force throughout the life of the Contract. The general commercial liability policy must identifythe RTA as an additional insured with respect to liability arising out of the Contract, and it must contain an endorsement providing that written notice be given to the RTA at least ten (10) calendar days prior to termination or cancellation in coverage in any policy. The Consultant agrees that its insurance will be primary and that any insurance carried by the RTA will be excess and non-contributing.

Coverage RequiredMinimum Limits of Liability

Workers’ Compensation$ Statutory

General Commercial Liability$ 250,000.00

Automobiles $ Statutory

The Consultant must present to the RTAProcurement Officerwritten evidence (Certificates of Insurance) of compliance with these insurance requirements prior to the start of work and shall satisfy the RTA regarding their adequacy.

7)Summary Progress Reporting Requirements: The Consultant shall prepare and submit summary progress reports to the RTA Project Manager on a monthly basis or as otherwise requested by the RTA Project Manager.

C.GENERAL TERMS AND CONDITIONS

1)Key Terms and Definitions:

  • RTA: Regional Transportation Authority of Pima County, 1 East Broadway Boulevard, Suite 401, Tucson, AZ 85701.
  • Contract: This legal document executed between the RTA and the Consultant.
  • Consultant: The individual, partnership or corporation who, as a result of the competitive procurement process, is awarded a contract by the RTA.
  • Disadvantaged Business Enterprises (DBE): DBEs are for-profit small businesses where socially and economically disadvantaged individuals own at least 51% interest and also control management and daily business operations.
  • May: Indicates an action that is permissible, but not mandatory.
  • RTA Project Manager: The RTA employee, who is responsible for overseeing the Consultant’s performance under this Contract.
  • Shall, Must and Will: Indicate an action that is mandatory.
  • Should: Indicates an action that is recommended, but not mandatory.

2)Termination: The RTA, upon certification of the RTA Executive Director, without prejudice to any other right or remedy of RTA, and after giving the Consultant ten (10) working days written notice, may terminate the Contract with the Consultant. Such termination will apply to all work, or any part thereof, including, but not limited to, the following reasons:

a.The Consultant should file for or be adjudged bankrupt;

b.The Consultant should persistently or repeatedly refuse or fail to perform in accordance with the requirements of the Contract;

c.The Consultant abandons the work, or unnecessarily or unreasonably delays the work;

d.Funds are not appropriated or are otherwise unavailable to the RTA, including matching funds that are not received;

e.The Consultant should be found by the RTA to have a conflict of interest as contemplated by Arizona Revised Statutes §38-511;

f.The Consultant refuses to correct, at the Consultant’s sole expense, any portion of the work product determined by the RTA’s Project Manager to be deficient; or

g.The RTA determines that termination is in the best interest of the RTA.

3)Records: Internal control over all financial transactions related to the Contract shall be in accordance with sound fiscal policies. RTA may, at reasonable times and places, audit the books and records of the Consultant, or any sub-Consultants’ records. Such audit shall be limited to the Contract and the execution of its Scope of Work.

4)Arbitration: It is understood and agreed that no provision of the Contract relating to arbitration or requiring arbitration, shall apply to or be binding upon the RTA except by the RTA’s express written consent given subsequent to execution of the Contract. However, at the RTA’s sole option, or by other means expressly approved by the RTA, disputes may be resolved through arbitration and subject to A.R.S.section 12-1501,et seq. If so directed by the RTA, the Consultant shall continue to render the services required by the Contract, without interruption, notwithstanding the provisions of this section.

5)Independent Consultant: It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venture, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other party for any purpose whatsoever.

6)Non-Exclusive Contract: The Contract is awarded with the understanding and agreement that it is for the sole convenience of the RTA. The RTA reserves the right to obtain like goods and services from another source at the RTA’s convenience.

7)Commencement of Work: Work Authorization shall be used to define specific task, projects, and fees for all Work to be performed under this Contract and to provide authority and direction to perform Work under this Contract.

8)Confidentiality of Records: The Consultant shall establish and maintain procedures and controls that are acceptable to the RTA for the purpose of assuring that no information contained in its records or obtained from the RTA or from others in carrying out functions under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. Persons requesting such information should be referred to the RTA. The Consultant also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of the Consultant, as needed, for the performance of duties under the Contract, unless otherwise agreed to in writing by the RTA or as required by law.

9)Certification: By signature on the Contract, the Consultant certifies that:

a.The submission of the offer did not involve collusion or anti-competitive practices.

  1. The Consultant 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 RTA officer or employee or to any public servant in connection with the submitted offer. Signing the Contract with a false statement in connection with this provision shall void the Contract and may result in the RTA exercising other remedies under the law and the Contract.
  1. The Consultant hereby certifies that the individual signing the Contract is an authorized agent for the Consultant and has the authority to bind the Consultant to the Contract.
  1. Neither the Consultant nor any of its sub-consultants is debarred, suspended or otherwise ineligible to receive state or federal funds.

10)Gratuities: The RTA may, by written notice to the Consultant, cancel the Contract if it is found that gratuities, in the form of entertainment, gifts, or otherwise, were offered or given by the Consultant or any agent or representative of the Consultant, to any officer or employee of the RTA amending or making any determinations with respect to performance of the Contract. In the event the Contract is canceled by the RTA pursuant to this provision, the RTA shall be entitled, in addition to any other rights and remedies, to recover or withhold from the Consultant, the amount of the gratuity.

11)Conflict of Interest: The RTA may cancel the Contract, pursuant to A.R.S. 38-511.

No member of the governing body of the RTA, and no other officer, employee or agent of the RTA or its member jurisdictions who exercise any function or responsibility in connection with planning and carrying out work or services under this Contract or any relative thereof shall have any substantial interest, direct or indirect, in this Contract or subcontract, or to the proceeds thereof; and the Consultant shall take appropriate steps to assure compliance.

12)Applicable Law: The laws of the State of Arizona shall govern the Contract, and suits regarding this Contract shall be brought only in Federal or State courts in the State of Arizona. Venue and jurisdiction for any suit or other dispute resolution proceeding shall be in Pima County, Arizona.

13)Contract Terms and Conditions: The RTA reserves the right to clarify any contractual terms or conditions with the concurrence of the Consultant; however, any substantial non-conformity with the Contract, as determined by the RTA, shall be deemed non-responsive and the Contract terminated. The Contract contains the entire agreement between the RTA and the Consultant relating to the work and services provided hereunder and shall prevail over any and all previous agreements, contracts, proposals, negotiations, purchase orders, or master agreements in any form.

14)Contract Amendments: The Contract shall be modified only by a written Contract amendment signed by the RTA’s Executive Director and persons duly authorized to enter into contracts on behalf of the Consultant. While amendments are discouraged, they may be considered when the RTA adds related work to the original Scope, or when the RTA and the Consultant agree that changes to the nature of one or more tasks are sufficient to warrant modification of the Scope. The RTA may choose to issue a new RFP for such work, rather than provide a Contract amendment. Amendments may also be required to extend the term of the Contract. Any work performed by the Consultant without an appropriate amendment shall be at the Consultant’s sole cost.

15)Assignment –Delegation: No right or interest in the Contract shall be assigned by the Consultant without prior written permission of the RTA, and no delegation of any duty of the Consultant shall be made without the prior written permission of the RTA Project Manager. The RTA shall not unreasonably withhold approval, and shall notify the Consultant of the RTA’s position within fifteen (15) days of receipt of written notice by the Consultant.

16)Rights and Remedies: No provision in this Contract shall be construed, expressly or by implication, as a waiver by RTAof any existing or future right and/or remedy available by law in the event of any claim of default or breach of contract. The failure ofthe RTA to insist upon the strict performance of any term or condition of the Contract, or to exercise, or to delay the exercise of, any right or remedy provided in the Contract or by law, shall not be deemed a waiver of the right ofthe RTA to insist upon strict performance of the Contract.

17)Protests: Any protest shall be in writing and shall be filed with the RTA Project Manager. A protest of the Request for Proposal shall be received by the RTA’s Executive Director before the RFP opening date. Any protest of an award or of a proposed award shall be filed within ten (10) days after the protesting party knows or should have known the basis of the protest.

Any protest shall include:

a. The name, address, and telephone number of the protester;

b. The signature of the protester or a representative;

c. Identification of the RFP or Contract Number;

d. A detailed statement of the legal and factual grounds of the protest, including copies of relevant documents; and

e.The form of relief requested.

18)Indemnification:

The Consultant shall indemnify, defend, and hold the RTA harmless from any and all claims, demands, suits, actions, proceedings, loss cost, and damages of every kind and description, including any reasonable attorney’s fees and/or litigation expenses, which may be brought or made against the Consultant, the RTA, any of the RTA’s officers, directors and employees, or any person, regardless of who makes the claim, to the extent they result from the negligent or wrongful acts of the Consultant, its employees, agents, representatives, or sub-Consultants, their employees, agents or representatives in connection with or incidental to the performance of this Contract. The Consultant’s obligation under this section shall not apply to any damages caused by the negligence of the RTA or its employees. The indemnity provided in this section shall survive termination of this Contract. The minimum limits and types of insurance provided for in Section B6 shall not limit the scope and extent of indemnity hereunder.The indemnity provided in this Section shall survive termination of this Contract.

In addition, pursuant to the ADOT Contract, Consultant shall indemnify, defend, save and hold harmless the State of Arizona, any jurisdiction or agency issuing any permits for any work arising out of this Contract, and their respective directors, 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 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 wrongful acts or omissions of Consultant or any of the directors, officers, agents,employees or sub-consultants of Consultant. This indemnity includes any claim or amount arising out of or recovered under the Workers’ Compensation law or arising out of the failure of Consultant 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 Indemintee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Consultant from and against any and all claims. It is agreed that Consultant will be responsible for primary loss investigation, defense and judgment costs where this indemnification is applicable. The indemnity provided in this Section shall survive termination of this Contract.

19)Force Majeure: Except for payment of sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance 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. Force Majeure shall not include late performance by a sub-Consultant unless the delay arises out of a Force Majeure occurrence in accordance with this Force Majeure term and condition.

If either party is delayed at any time in the progress of the work by Force Majeure, the delayed party shall promptly notify the other party in writing of such delay, and shall specify the cause(s) of the delay in the notice. The notice shall be hand-delivered or mailed certified – return receipt, and shall make a specific reference to this section, thereby invoking its provisions. The delayed party shall cause the 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 modification for a period of time equal to the time that results.

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