Standard Terms and Conditions 01-08-24_202401081338107760.pdf

1.0 STANDARD TERMS AND CONDITIONS: (NOTE THERE MAY BE ADDITIONAL TERMS AND

CONDITIONS FOR SOME CONTRACTS. CHECK WITH PROCUREMENT OFFICER FOR

EACH CONTRACT).

1.1 CONTRACT COMPLETION

The contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to Maricopa County (“County”). This may include but is not limited to preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody, or control of contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement.

1.2 PRICE ADJUSTMENTS

Any requests for reasonable price adjustments must be submitted 60 calendar days prior to the timeframe stipulated on the contract or quote. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the contract. The new change shall not be in effect until the date stipulated on the contract.

1.3 APPLICABLE TAXES

1.3.1 It is the responsibility of the contractor to determine any and all applicable taxes and include those taxes in their proposal. The legal liability to remit the tax is on the entity conducting business in Arizona. Tax is not a determining factor in contract award.

1.3.2 The County will look at the price or offer submitted and will not deduct, add, or alter pricing based on speculation or application of any taxes, nor will the County provide contractor any advice or guidance regarding taxes. If you have questions regarding your tax liability, please seek advice from a tax professional prior to submitting your bid. You may also find information at https://www.azdor.gov/Business.aspx. Once your bid is submitted, the offer is valid for the time specified in this solicitation, regardless of mistake or omission of tax liability. If the County finds overpayment of a project due to tax consideration that was not due, the contractor will be liable to the County for that amount, and by contracting with the County agrees to remit any overpayments back to the County for miscalculations on taxes included in a bid price.

1.3.3 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 Maricopa County 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 Workers’ Compensation. Contractor may be required to establish, to the satisfaction of County, that any and all fees and taxes due to the a municipality or the State of Arizona for any license or transaction privilege taxes, use taxes, or similar excise taxes are currently paid (except for matters under legal protest).

https://www.azdor.gov/Business.aspx

1.4 ACCEPTANCE

1.4.1 Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. Successful installation shall be defined as a) the material(s)/equipment is installed (as necessary) and fully operational; and b) initial training, if any, is complete. All documentation shall be completed prior to final acceptance.

1.4.2 For the County’s initial purchase of information technology related equipment and software product, the contractor shall provide an acceptance test period (the “Test Period”) that commences upon installation. Installation shall be defined as: a) the equipment, if any, is mounted; b) the software is installed on the data base server(s) and/or personal computer(s); and c) implementation team training, if any, is complete. During the Test Period, County shall determine whether the equipment and software meet the contractor published electronic documentation (“Specifications”). The Test Period shall be for 90 calendar days. If County has not given contractor a written deficiency statement specifying how the equipment or software fails to meet the Specification (“Deficiency Statement”) within the Test Period, the equipment and software shall be deemed accepted. If County provides a Deficiency Statement within the Test Period, contractor shall have 30 calendar days to correct the deficiency, and the customer shall have an additional 60 calendar days to evaluate the equipment and software. If the equipment or software does not meet the Specifications at the end of the additional 60 calendar day period, the County may terminate this contract. Upon any such termination, contractor shall, at contractor’s cost, remove all equipment and software from County premises and equipment. County shall return all equipment and software to contractor, and contractor shall refund any monies paid by County to contractor.

Upon completion of these terms, neither party shall then have any further liability to the other for the products that were the subject of the acceptance test.

1.5 AVAILABILITY OF FUNDS

1.5.1 The provisions of this contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this contract. County shall keep the contractor fully informed as to the availability of funds.

1.5.2 If any action is taken by any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance.

1.6 INDEMNIFICATION

To the fullest extent permitted by law, and to the extent that claims, damages, losses, or expenses are not covered and paid by insurance purchased by the contractor, the contractor shall defend, indemnify, and hold harmless the County (as Owner), its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from, the negligent acts, errors, omissions, or mistakes of the contractor, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable relating to the performance of this contract.

1.6.1 Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment of, or destruction of tangible property, including loss of use resulting therefrom, caused by negligent acts, errors, omissions, or mistakes in the performance of this contract, but only to the extent caused by the negligent acts or omissions of the contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder.

1.6.2 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph.

1.6.3 The scope of this indemnification does not extend to the sole negligence of County.

1.7 INSURANCE

1.7.1 Contractor, at contractor’s own expense, shall purchase and maintain, at a minimum, the herein stipulated insurance from a company or companies duly licensed by the State of Arizona and possessing an AM Best, Inc. category rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County.

1.7.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this contract.

1.7.3 In the event that the insurance required 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 years beginning at the time work under this contract is completed.

1.7.4 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it.

1.7.5 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies.

1.7.6 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies.

Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit.

1.7.7 The insurance policies required by this contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials, and employees as additional insureds.

1.7.8 The policies required hereunder, except Workers’ Compensation and Errors and

Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials, and employees for any claims arising out of contractor’s work or service.

1.7.9 If available, the insurance policies required by this contract may be combined with

Commercial Umbrella Insurance policies to meet the minimum limit requirements.

If a Commercial Umbrella insurance policy is utilized to meet insurance requirements, the Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance covers.

1.7.9.1 Commercial General Liability

Commercial General Liability (CGL) insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third-party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage.

1.7.9.2 Automobile Liability

Commercial/Business Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the contractor’s work or services or use or maintenance of the premises under this contract.

1.7.9.3 Workers’ Compensation

Workers’ Compensation insurance to cover obligations imposed by Federal and state statutes having jurisdiction of contractor’s employees engaged in the performance of the work or services under this contract;

and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit.

Contractor, its subcontractors, and sub-subcontractors waive all rights against this contract and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or Commercial Umbrella Liability insurance obtained by contractor, its subcontractors, and its sub-subcontractors pursuant to this contract.

1.7.9.4 Errors and Omissions and Professional Liability Insurance

1.7.9.4.1 Errors and Omissions (Professional Liability) insurance

Errors and Omissions (Professional Liability) insurance which will insure and provide coverage for errors or omissions or professional liability of the contractor, with limits of no less than $2,000,000 for each claim.

OR

1.7.9.4.2 Professional Liability

Contractor shall maintain Professional Liability insurance which will provide coverage for any and all acts arising out of the work or services performed by the contractor under the terms of this contract, with a limit of not less than $2,000,000 for each claim, and $4,000,000 aggregate claims.

OR

1.7.9.4.3 Technology Errors & Omission Insurance

• Each claim $5,000,000

1.7.9.4.3.1 Such insurance shall cover any and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract.

1.7.9.4.3.2 In the event that the Technology Errors & Omission 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 years, beginning at the time work under this contract is completed.

1.7.9.5 Crime

Contractor shall maintain Commercial Crime Liability Insurance with a limit of not less than $1,000,000 for each occurrence. The policy shall include, but not be limited to, coverage for employee dishonesty, fraud, theft, or embezzlement.

1.7.9.6 Cyber, Network Security, and Privacy Liability

Cyber, Network Security and Privacy Liability Insurance with a limit of not less than $5,000,000 per occurrence. The policy shall include, but not be limited to; coverage for all directors, officers, agents and employees of the contractor, losses with respect to network risks (such as data breaches, unauthorized access or use, and ID theft of data), invasion of privacy (regardless of the type of media involved in the loss of private information), crisis management, identity theft response costs, breach notification costs, credit remediation, and credit monitoring, defense, and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, electronic data restoration expenses (data asset protection), network business interruption, computer fraud coverage, funds transfer loss, third-party fidelity, theft, no requirement for arrest and conviction, and loss outside the premises of the named insured.

1.7.9.7 Environmental/Pollution

Contractor shall maintain Commercial General Liability Insurance (CGL) and, if necessary, Commercial Umbrella Insurance with a limit of not less than $2,000,000 for each occurrence with a $4,000,000 Products/Completed Operations Aggregate and a $4,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury, broad form property damage, personal injury, products and completed operations, environmental and pollution damage, and blanket contractual coverage including, but not limited to, the liability assumed under the indemnification provisions of this contract.

1.7.9.8 Medical Malpractice

Medical Malpractice insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for Medical Malpractice of the contractor, with limits of no less than $5,000,000 for each claim.

1.7.9.9 Sexual Molestation and Physical Abuse

The policy shall be endorsed to include coverage for sexual molestation and physical abuse at limits not less than $2,000,000.00 per occurrence and $4,000,000.00 aggregate. These limits may be included within a General Liability policy, Professional Liability policy or provided by separate endorsement with its own limits as required. Contractor must provide the following statement on their Certificate(s) of Insurance:

“Sexual molestation and physical abuse coverage is included.”

Policies/certificates stating that “Sexual molestation and physical abuse coverage is not excluded,” do not meet this requirement.

1.7.9.10 Aviation

Contractor shall maintain Aviation Liability Insurance and, if necessary, Commercial Umbrella Insurance with a combined single limit for bodily injury and property damage of no less than $2,000,000, each occurrence, with respect to contractor’s aircraft (including owned, hired, non-owned), assigned to or used in the performance of this contract.

1.7.9.11 Builder’s Risk (Property) Insurance

Contractor shall purchase and maintain, on a replacement cost basis, Builders’ Risk insurance and, if necessary, Commercial Umbrella insurance in the amount of the initial contract amount, as well as subsequent modifications thereto for the entire work at the site. Such Builders’ Risk insurance shall be maintained until final payment has been made or until no person or entity other than County has an insurable interest in the property required to be covered, whichever is earlier. This insurance shall include interests of County, contractor, and all subcontractors and sub‐subcontractors in the work during the life of the contract and course of construction, and shall continue until the work is completed and accepted by County. For new construction projects, contractor agrees to assume full responsibility for loss or damage to the work being performed and to the structures under construction. For renovation construction projects, contractor agrees to assume responsibility for loss or damage to the work being performed at least up to the full contract amount, unless otherwise required by the contract documents or amendments thereto. Builders’ Risk insurance shall be on a special form and shall also cover false work and temporary buildings and shall insure against risk of direct physical loss or damage from external causes including debris removal, and demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect’s service and expenses required as a result of such insured loss and other “soft costs” as required by the contract. Builders’ Risk insurance must provide coverage from the time any covered property comes under contractor’s control and/or responsibility, and continue without interruption during construction, renovation, or installation, including any time during which the covered property is being transported to the construction installation site and while on the construction or installation site awaiting installation. The policy will provide coverage while the covered premises or any part thereof are occupied. Builders’ Risk insurance shall be primary, and any insurance or self‐insurance maintained by the County is not contributory. If the contract requires testing of equipment or other similar operations, at the option of

County, contractor will be responsible for providing property insurance for these exposures under a Boiler and Machinery insurance policy or the Builders’ Risk Insurance policy.

1.7.9.12 Developer’s Insurance

Developer shall purchase and maintain, on a replacement cost basis, Builders’ Risk insurance and, if necessary, Commercial Umbrella insurance in the amount of the initial contract amount, as well as subsequent modifications thereto for the entire work at the site. Such Builders’ Risk insurance shall be maintained until final payment has been made or until no person or entity other than County has an insurable interest in the property required to be covered, whichever is earlier. This insurance shall include interests of County, developer, and all subcontractors and sub‐subcontractors in the work during the life of the contract and course of construction, and shall continue until the work is completed and accepted by County. For new construction projects, developer agrees to assume full responsibility for loss or damage to the work being performed and to the structures under construction. For renovation construction projects, developer agrees to assume responsibility for loss or damage to the work being performed at least up to the full contract amount, unless otherwise required by the contract documents or amendments thereto. Builders’ Risk insurance shall be on a special form and shall also cover false work and temporary buildings and shall insure against risk of direct physical loss or damage from external causes including debris removal, and demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for architect’s service and expenses required as a result of such insured loss and other “soft costs” as required by the contract. Builders’ Risk insurance must provide coverage from the time any covered property comes under developer’s control and/or responsibility, and continue without interruption during construction, renovation, or installation, including any time during which the covered property is being transported to the construction installation site and while on the construction or installation site awaiting installation. The policy will provide coverage while the covered premises or any part thereof are occupied. Builders’ Risk insurance shall be primary, and any insurance or self‐insurance maintained by the County is not contributory. If the contract requires testing of equipment or other similar operations, at the option of County, developer will be responsible for providing property insurance for these exposures under a Boiler and Machinery insurance policy or the Builders’ Risk Insurance policy.

1.7.10 Certificates of Insurance

1.7.10.1 Prior to contract award, contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the contract in the form provided by the County, issued by contractor’s insurer(s), as evidence that policies providing the required coverage, conditions, and limits required by this contract are in full force and effect.

Such certificates shall identify this contract number and title.

1.7.10.2 In the event any insurance policy(ies) required by this contract is (are) written on a claims-made basis, coverage shall extend for two years past completion and acceptance of contractor’s work or services and as evidenced by annual Certificates of Insurance.

1.7.10.3 If a policy does expire during the life of the contract, a renewal certificate must be sent to County 15 calendar days prior to the expiration date.

1.7.10.4 Certificates of Insurance shall identify Maricopa County as the certificate holder as follows:

Maricopa County c/o Risk Management 301 W Jefferson St, Suite 910 Phoenix, AZ 85003

1.7.11 Cancellation and Expiration Notice

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 Maricopa County. Contractor must provide to Maricopa County, within two (2) business days of receipt, 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 Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 301 West Jefferson, Suite 700, Phoenix, AZ 85003, or emailed to the Procurement Officer noted in the solicitation.

1.8 FORCE MAJEURE

1.8.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or failure of electricity or telecommunication service.

1.8.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars, in reasonable detail, of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply.

1.8.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.

1.9 ORDERING AUTHORITY

Any request for purchase shall be accompanied by a valid purchase order issued by Office of Procurement Services, a purchase order issued by the using department, or direction by a Certified Agency Procurement Aid (CAPA) with a purchase card for payment.

1.10 PROCUREMENT CARD ORDERING CAPABILITY

County may determine to use a procurement card from time-to-time, to place and make payment for orders under this contract. Contractors without this capability may be considered non-responsive and not eligible for award consideration

1.11 INTERNET ORDERING CAPABILITY

It is the intent of Maricopa County to use the Internet to communicate and to place orders under this contract. Contractors without this capability may be considered non-responsive and not eligible for award consideration.

1.12 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION

1.12.1 This contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this contract when the County identifies a need, and proper authorization and documentation have been approved.

1.12.2 Contractors agree to accept verbal notification of cancellation of purchase orders from the County procurement officer with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy.

1.13 PURCHASE ORDERS

County reserves the right to cancel purchase orders within a reasonable period of time after issuance. Should a purchase order be canceled, the County agrees to reimburse the contractor for actual and documentable costs incurred by the contractor in response to the purchase order. The County will not reimburse the contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, or for shipment of product prior to issuance of purchase order.

1.14 BACKGROUND CHECK

Contractors need to be aware that there may be multiple background checks (e.g. Sheriff’s Office, County Attorney's Office, Courts, as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to, but is not limited to, the contractor, subcontractors, and employees, and the failure to pass these checks shall deem the respondent non-responsible.

1.15 SUSPENSION OF WORK

The procurement officer may order the contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the procurement officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract.

1.16 STOP WORK ORDER

1.16.1 The procurement officer 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 a period of 90 calendar days after the order is delivered to the contractor, and for any further period to which the parties may agree. 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. Within a period of 90 calendar days after a stop work is delivered to the contractor, or within any extension of that period to which the parties shall have agreed, the procurement officer shall either:

1.16.1.1 cancel the stop-work order; or

1.16.1.2 terminate the work covered by the order as provided in the Default or the Termination for Convenience clause of this contract.

1.16.2 The procurement officer may make an equitable adjustment in the delivery schedule and/or contract price, or otherwise, and the contract shall be modified, in writing, accordingly, if the contractor demonstrates that the stop work order resulted in an increase in costs to the contractor.

1.17 TERMINATION FOR CONVENIENCE

Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the contractor.

1.18 TERMINATION FOR DEFAULT

1.18.1 The County may, by written notice of default to the contractor, terminate this contract in whole or in part if the contractor fails to:

1.18.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension;

1.18.1.2 make progress, so as to endanger performance of this contract; or

1.18.1.3 perform any of the other provisions of this contract.

1.18.2 The County’s right to terminate this contract under these subparagraphs may be exercised if the contractor does not cure such failure within 10 business days (or more if authorized in writing by the County) after receipt of the notice from the procurement officer specifying the failure.

1.19 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST

Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County is at any time while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or consultant to any other party of the contract with respect to the subject matter of the contract. Additionally, pursuant to A.R.S § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County from any other party to the contract arising as the result of the contract.

1.20 CONTRACTOR LICENSE REQUIREMENT

1.20.1 The contractor shall procure all permits, insurance, and licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses.

The contractor shall keep fully informed of existing and future trade or industry requirements, and Federal, State, and local laws, ordinances, and regulations which in any manner affect the fulfillment of a contract and shall comply with the same. Contractor shall immediately notify both the Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses.

1.20.2 Contractor furnishing finished products, materials, or articles of merchandise that will require installation or attachment as part of the contract shall possess any licenses required. Contractor is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the contract.

Contractors are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing requirements for a particular contract. Contractor shall identify which license(s), if any, the Registrar of Contractors requires for performance of the contract.

1.21 SUBCONTRACTING

1.21.1 The contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the bid serial number and identify the job project.

1.21.2 The subcontractor’s rate for the job shall not exceed that of the prime contractor’s rate, as bid in the pricing section, unless the prime contractor is willing to absorb any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime contractor, who in turn shall pass-through the costs to the County, without mark-

up. A copy of the subcontractor’s invoice must accompany the prime contractor’s invoice.

1.22 AMENDMENTS

All amendments to this contract shall be in writing and approved/signed by both parties.

Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County.

1.23 ADDITIONS/DELETIONS OF REQUIREMENTS

The County reserves the right to add and/or delete materials to a contract. If a service requirement is deleted, payment to the contractor will be reduced proportionately, to the amount of service reduced in accordance with the contract price. If additional materials are required from a contract, prices for such additions will be negotiated between the contractor and the county.

1.24 STRICT COMPLIANCE

Acceptance by County of a performance that is not in strict compliance with the terms of the contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the contract.

1.25 VALIDITY

The invalidity, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of the contract.

1.26 SEVERABILITY

The removal, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of this contract.

1.27 RIGHTS IN DATA

1.27.1 The County shall have the use of data and reports resulting from a contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a contract and to the performance thereunder.

1.27.2 Data, records, reports, and all other information generated for the County by a third party as the result of a contract are the property of the County and shall be provided in a format designated by the County or shall be and remain accessible to the County into perpetuity.

1.28 RELATIONSHIPS

1.28.1 In the performance of the services described herein, the contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the contractor.

1.28.2 The County reserves the right of final approval on proposed staff for all task orders.

Also, upon request by the County, the contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless a different time period was previously approved by the County.

1.29 NON-DISCRIMINATION

Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, contractor shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf)

1.30 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01

If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.

1.31 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

1.31.1 The undersigned (authorized official signing on behalf of the contractor) certifies to the best of his or her knowledge and belief, that the contractor, its current officers, and directors:

1.31.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States department or agency or any state, or local jurisdiction;

1.31.1.2 have not within three-year period preceding this contract:

1.31.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and

1.31.1.2.2 been convicted of violation of any Federal or State antitrust statutes or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; and

1.31.1.3 are not presently indicted or criminally charged by a government entity

(Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of https://apps.azsos.gov/public_services/register/2009/46/governor.pdf performing a government entity public (Federal, State or local) transaction or contract;

1.31.1.4 are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and

1.31.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, State or local) terminated for cause or default.

1.31.2 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution.

1.31.3 The contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this contract.

1.32 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL

IMMIGRATION LAWS AND REGULATIONS

1.32.1 By entering into the contract, the contractor warrants compliance with the Immigration and Nationality Act (INA using E-Verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. § 23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the procurement officer upon request. These warranties shall remain in effect through the term of the contract. The contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the contract and verify employee compliance using the E- Verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at https://www.uscis.gov/.

1.32.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this contract to verify compliance with paragraph

1.32.1 of this section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract for default, and suspension and/or debarment of the contractor. All costs necessary to verify compliance are the responsibility of the contractor.

1.33 INFLUENCE

1.33.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for disbarment or suspension under MC1-902.

1.33.2 An attempt to influence includes, but is not limited to:

1.33.2.1 A person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy that is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind.

https://www.uscis.gov/

1.33.3 If a person attempts to influence any employee or agent of Maricopa County, the chief procurement officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.

1.33.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY

COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT

SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS

THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH

THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,

ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT

AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM

THE EVALUATION PROCESS.

1.34 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT

AND/OR OTHER REVIEW

1.34.1 In accordance with section MC1-372 of the Maricopa County Procurement Code, the contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract for six years after final payment or until after the resolution of any audit questions which could be more than six years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the department shall have full access to, and the right to examine, copy, and make use of, any and all said materials.

1.34.2 If the contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this contract are not sufficient to support and document that requested services were provided, the contractor shall reimburse Maricopa County for the services not so adequately supported and documented.

1.35 AUDIT DISALLOWANCES

If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the contractor in writing of the disallowance.

The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the contractor by issuing a check payable to Maricopa County.

1.36 OFFSET FOR DAMAGES

In addition to all other remedies at Law or Equity, the County may offset from any money due to the contractor any amounts contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract.

1.37 CONFIDENTIALITY

In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a proposal to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge, or disseminate to any third-party persons or entities, any information that is disclosed to it by the County during the course of these discussions without the express written authorization of the County. If the offeror does disclose County proprietary or confidential information to a third party in preparing a response to this solicitation, it shall require the third party to acknowledge and comply with this provision.

1.38 CONFIDENTIAL INFORMATION

1.38.1 Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the contractor’s obligation regarding such information.

1.38.2 The contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) 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. The contractor’s procedures and controls, at a minimum, must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the contract, the County determines that the procedures and controls in place are not adequate, the contractor shall institute any new and/or additional measures requested by the County within 15 business days of the written request to do so.

1.38.3 Any requests to the contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination.

1.39 PUBLIC RECORDS

Under Arizona law, all offers submitted and opened are public records and must be retained by the records manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after contract award and execution, except for such offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an offeror believes that information in its offer or any resulting contract should not be released in response to a public record request under Arizona law, the offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The records manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code.

1.40 GOVERNING LAW

This contract shall be governed by the laws of the State of Arizona. Venue for actions or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix, Arizona.

1.41 FORCED LABOR

1.41.1 By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions.

1.41.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use:

1.41.2.1 The…