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SERIAL 230094-S MEAL PREPARATION AND DELIVERY DATE OF LAST REVISION: May 24, 2023 CONTRACT END DATE: May 31, 2024 CONTRACT PERIOD THROUGH MAY 31, 2024 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for MEAL PREPARATION AND DELIVERY Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on May 24, 2023 (Eff. 06/01/2023). All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. EK/mm Attach Copy to: Office of Procurement Services Virginia Sturgill, Human Services Department TJ Reed, Human Services Department Jacqueline Edwards Human Services Department (Please remove Serial PH RFP 220179 from your contract notebooks) SERIAL 230094-S MIDWEST MEALS ON WHEELS, 2632 S 83RD AVENUE SUITE 100 #471, PHOENIX, AZ 85043 COMPANY NAME: Midwest Meals On Wheels DOING BUSINESS AS (dba): LLC MAILING ADDRESS: 8363 W Van Buren St. Suite D-2 REMIT TO ADDRESS: 8363 W Van Buren St. Suite D-2 TELEPHONE NUMBER: 6232053819 FAX NUMBER: WWW ADDRESS: REPRESENTATIVE NAME: Steven Butler REPRESENTATIVE TELEPHONE NUMBER: 6232053819 REPRESENTATIVE EMAIL ADDRESS Sbutler@midwestmealsonwheels.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: NET 10 DAYS Location 1 4th Avenue and West Van Buren Street, Phoenix, AZ Approximate number of individuals receiving meals: 40 Price per meal Unit Price Breakfast (including fresh fruit item) $9.00 Lunch $10.00 Dinner $12.00 TOTAL $31.00 Location 2 4th Avenue and West Van Buren Street, Phoenix, AZ Approximate number of individuals receiving meals: 45 Price per meal Unit Price Breakfast (including fresh fruit item) $9.00 Lunch $10.00 Dinner $12.00 TOTAL $31.00 Location 3 Black Canyon Highway and West Thunderbird Road, Phoenix, AZ Number of individuals receiving meals: 150 to 170 SERIAL 230094-S MIDWEST MEALS ON WHEELS Price per meal Unit Price Breakfast (including fresh fruit item) $9.00 Lunch $10.00 Dinner $12.00 TOTAL $31.00 Location 4 9th Street and East Van Buren Street, Phoenix, AZ Approximate number of individuals receiving meals: 60 Price per meal Unit Price Breakfast (including fresh fruit item) $9.00 Lunch $10.00 Dinner $12.00 TOTAL $31 PRICING SHEET: NIGP CODE 95284 Terms: NET 10 DAYS Vendor Number VS0000007712 Certificates of Insurance Required Contract Period: To cover the period ending May 31, 2024. SERIAL 230094-S ATTACHMENT B: AGREEMENT PAGE Respondent hereby certifies that respondent has read, understands, and agrees that acceptance by Maricopa County of the respondent’s offer will create a binding contract. Respondent agrees to fully comply with all terms and conditions as set forth in the Maricopa County Procurement Code, and amendments thereto, together with the specifications and other documentary forms herewith made a part of this specific agreement. BY SIGNING THIS PAGE, THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED MARICOPA COUNTY’S “STANDARD TERMS AND CONDITIONS,” A COPY OF WHICH CAN BE FOUND AT https://www.maricopa.gov/DocumentCenter/View/6453. RESPONDENT (FIRM) SUBMITTING PROPOSAL FEDERAL TAX ID # DUNS # PRINTED NAME AND TITLE AUTHORIZED SIGNATURE ADDRESS TELEPHONE # FAX # CITY STATE ZIP DATE WEBSITE EMAIL MARICOPA COUNTY, ARIZONA BY: CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE Midwest Meals On Wheels 880969348 Steven Butler/ Owner 2632 S 83rd Ave Ste 100 # 471 623-205-3819 Phoenix AZ 85043 4/4/2023 Sbutler@midwestmealsonwheels.com SERIAL 230094-S MEAL PREPARATION AND DELIVERY 1.0 INTENT 1.1 Maricopa County is seeking bids from qualified catering companies and food service providers to prepare and deliver nutritious and appetizing breakfast, lunch and dinner meals for up to 320 adult individuals daily. Contract award may be awarded in whole or, at Maricopa County’s (County) discretion, may be awarded to multiple contractors by location. 1.2 Other governmental entities under agreement with County may have access to services provided hereunder (see also Sections 3.12 and 3.13 below). 1.3 The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work. 1.4 County reserves the right to award this contract to multiple vendors. The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County’s best interest. 2.0 SPECIFICATIONS 2.1 All services provided by the contractor shall be coordinated with and approved by the County. 2.2 Contractor shall provide a comprehensive, high-quality catering service program that can accommodate breakfast, lunch, and dinner meal preparation and delivery. Contractor shall be responsible for providing up to the approximate number of individuals receiving meals at the awarded location(s), as indicated below. 2.2.1 Location 1: 4th Avenue and West Van Buren Street, Phoenix, AZ Approximate number of individuals receiving meals: 40 2.2.2 Location 2: 4th Avenue and West Van Buren Street., Phoenix, AZ Approximate number of individuals receiving meals: 45 2.2.3 Location 3: Black Canyon Highway and West Thunderbird Road, Phoenix, AZ Number of individuals receiving meals: 150 to 170 2.2.4 Location 4: 9th Street and East Van Buren Street Approximate number of individuals receiving meals: 60 2.3 Contractor shall be responsible for the number of individuals indicated by the County for the awarded location(s) (approximate numbers of individuals are indicated in section 2.2). Exact delivery locations will be provided at time of award. 2.4 The number of meals needed for each meal at a location is subject to change. Contractor will be notified by the County regarding the number of meals needed at the awarded location for each day no less than 48 hours in advance. The number of meals shall be determined by the County based on the number of individuals requesting meals at the location site to which contractor has been awarded to provide services. 2.4.1 Contractor may invoice the County for meals that were supposed to be delivered to a site within 48 hours of a notification-of-change-email being sent by the department of a change in the number of meals required. SERIAL 230094-S 2.4.2 After 48 hours from the time a notification-of-change email is sent, the County will not be responsible for the cost of any meals the County has identified as not being required. 2.5 The County will provide the contractor with a designated representative from the County’s Human Services Department (HSD) (or other using department(s)) who will manage the meal program, including coordination, delivery, and identifying the number and types of meals needed, and who will communicate special dietary needs to contractor upon discovery. 2.6 Contractor shall designate an individual to serve as the meal program manager. This manager will be responsible for coordinating with the County to ensure success of the program. 2.7 MENUS 2.7.1 Contractor shall be responsible for monthly meal planning, preparation of meals, and delivery to the awarded location(s). 2.7.2 Contractors will work with the HSD contact to plan menus to ensure success in meeting participants’ nutritional needs. 2.7.3 Menus must be provided to HSD and must be approved by HSD, in writing, prior to being put into rotation. The County reserves the right to approve or reject menu items. 2.7.4 Contractor shall utilize a 14-day menu rotation with varying styles of food items throughout the 14-day rotation. 2.7.5 Contractor shall provide a new 14-day menu every 90 days. Menus shall be provided no later than the 15th day of the last month of a 90-day cycle in preparation for starting the new menu rotation on the first day of the next 90-day cycle. 2.7.5.1 Contractor shall submit a proposed 14-day cycle menu for breakfast, lunch, and dinner to the HSD designated contact for review and approval. 2.7.5.2 The HSD designated contact will review the menu for compliance with the contract scope of services, make any necessary changes, and email an approved menu back to the contractor. 2.7.5.3 Within one business day of receiving changes from the HSD, contractor shall make necessary changes, and shall create a final copy of the menu, which the contractor shall submit back to the HSD designated contact via email. 2.7.5.4 Any changes to the menu made after HSD designated contact approval must be agreed upon, in writing, by HSD, prior to use. Menu items may be adjusted in writing by the mutual consent of both parties. 2.7.5.5 Contractor shall adjust the menus at the request of the HSD whenever the department determines an item(s) to be unacceptable because of: 2.7.5.5.1 A monotonous diet resulting from items being served frequently or having similarity to other items 2.7.5.5.2 Items being added or removed to better meet the nutritional needs of the program clients SERIAL 230094-S 2.7.5.5.3 Items’ susceptibility to spoilage 2.7.5.5.4 Unpopularity of items with program clients resulting in excessive waste 2.7.5.5.5 Other reasons as determined by the department and/or program and communicated to the contractor 2.8 MENU ADJUSTMENTS 2.8.1 A menu schedule may be adjusted by mutual agreement, in writing, providing that the minimal requirements as indicated in the contract are maintained. 2.8.2 Menu adjustments shall be made at the earliest convenience of both parties, but no later than one week after a request for a menu adjustment has been made by the County. 2.8.3 Immediate menu adjustments shall be made by the contactor in the case of government issuance of a menu items recall. The replacement item must be approved by the County, in writing, prior to being provided to the County. 2.8.4 If a menu substitution must occur, contractor shall ensure the substitute items meet requirements of this contract. 2.9 MEAL PREPARATION 2.9.1 All items provided shall be suitable for human consumption, and unexpired at the time of delivery. 2.9.2 Contractor shall not provide meals which have not been approved by the County 2.9.3 Contractor shall prepare meals using wholesome, nutritional ingredients that provide a wide variety of foods from the five food groups: colorful vegetables, legumes/beans; fruit; grain (cereal) foods, mostly wholegrain and high fiber varieties; lean meats and poultry, fish, eggs, tofu, nuts and seeds; milk, yoghurt, cheese or their alternatives, mostly reduced fat. 2.9.4 Contractor shall provide with breakfast at least one item of fresh fruit per day per person. This item shall NOT be a pre-packaged or preserved fruit product. Fresh fruit shall be able to be eaten by individuals who may have dental issues, so fruit shall be soft (e.g. avoid hard apples). 2.9.5 Contractor shall ensure meals meet following requirements: 2.9.5.1 Meals shall be composed of nutrient-dense components. 2.9.5.2 Meals shall be high in nutrients and low in sugar and salt. 2.9.5.3 Contractor shall ensure that meals meet minimum nutritional guidelines. defined by Federal Dietary Guidelines for adults. 2.9.6 Contractor shall be subject to any additional requirements or changes as designated by the State or local laws and/or regulations. SERIAL 230094-S 2.9.7 Meal Item Restrictions 2.9.7.1 Meals shall not contain pork or pork by-products (e.g., gelatins made from pork) 2.9.7.2 Use of processed food items shall be limited 2.9.7.3 Contractor shall not use frozen prepacked food items (e.g. Hot Pockets, Pizza Rolls, Frozen Burritos, etc.) 2.9.7.4 Menu items shall not contain excessive sugar. 2.9.7.5 Menu items shall be limited in saturated fats. 2.9.8 Special Meals 2.9.8.1 Contractor shall have the ability to provide a limited number of special meal requests such as diabetic, vegetarian, Kosher, Halal meals, or other special meals, as identified by and at the request of the County. These requests shall be made as part of the standard meal request 48 hours in advance. 2.9.8.2 If special food item is not available to the contractor, HSD staff will purchase as needed. 2.9.8.3 Contractor shall pass through costs of special meals, with no mark-up, on the invoicing for the time period in which the meal(s) have been provided. Receipts for pass-through costs for special meals shall be provided at time of invoicing for the month in which the special meal(s) were provided. 2.10 PACKAGING 2.10.1 Contractor shall ensure that all foods are properly stored, prepared, packaged, and ready for transportation. 2.10.1.1 Contractor shall provide each meal as an individually packaged unit for refrigerated storage as necessary. 2.10.1.2 Containers/packaging used by the contractor must be appropriate for items provided and constructed of materials that prevent leakage, seepage, or damage to food. 2.10.1.3 Packaging for food meant to be heated shall be microwavable. 2.10.2 Contractor shall provide for each meal: 2.10.2.1 Utensils and napkins 2.10.2.2 Appropriate condiments, for example, but not limited to, salt and pepper, margarine, ketchup, mustard, and syrup as appropriate. 2.11 MEAL DELIVERY 2.11.1 Contractor shall provide meals seven days a week. 2.11.2 Meal delivery is to occur twice daily. All dinner meals shall contain a main dish that is served warm and shall deliver dinner meals while they are still hot. SERIAL 230094-S 2.11.2.1 Delivery times shall occur as follows, with a specific delivery schedule established with the contractor by the County upon award: 2.11.2.1.1 Lunch delivery between 10 a.m. - 11:30 a.m. 2.11.2.1.2 Hot dinner and breakfast (next day’s) delivery between 4 p.m. and 6 p.m. 2.12 MEAL REPLACEMENT 2.12.1 The County may determine a meal to be unacceptable because of health or quality concerns regarding one or more meal items. Contractor shall not charge the County for meals determined by the County to be unacceptable because of health or quality concerns. 2.12.2 If the County determines a meal to be unacceptable, contractor shall provide a replacement meal within 30 minutes of notification (or as otherwise agreed to in writing by the County) if the County notifies the contractor between the hours of 7 a.m. and 7 p.m. seven days a week. 2.12.2.1 If contractor is unable to provide a replacement meal within 30 minutes of being notified that the meal(s) are rejected, the County will provide replacement meal(s) and contractor’s payment on the invoicing for that day will be reduced by the cost of the County-provided replacement meals. 2.12.3 If the County is only able to notify the contractor that a meal is unacceptable between the hours of 7 p.m. and 7 a.m., the contractor is not required to replace the meal, but shall not charge the County for the unacceptable meal(s). 2.12.4 The County may deem a meal item to be unacceptable due to, but not limited to, the following: 2.12.4.1 Spoilage 2.12.4.2 Government issued recall of a meal item 2.12.4.3 Meal items not meeting requirements as indicated in this contract 2.12.4.4 Meal items identified as restricted in this contract 2.13 PRICING Contractor shall provide pricing for each meal on Attachment D – Pricing Sheet. Pricing shall be all inclusive for travel, delivery and all accompanying containers, utensils, condiments, and napkins. 2.14 NONCOMPLIANCE The department reserves the right for the program to inspect and determine the quality of food provided and to reject any meals, which do not comply with the requirements and specifications of the contract. The contractor shall not be paid for unauthorized menu changes, incomplete meals, meals not provided within the specified delivery time, and meals rejected because they do not comply with the specifications. The department reserves the right for the program to obtain meals from other sources if meals are rejected due to any of the stated reasons. HSD shall notify the contractor, either verbally or in writing, as to the number of meals rejected and the reasons for rejection. Verbal notifications will be followed up in writing by the County. SERIAL 230094-S 2.15 FOOD HANDLING AND SANITATION 2.15.1 Contractor shall: 2.15.1.1 Maintain proper sanitation practices and health standards in conformance with all applicable state and local laws and regulations 2.15.1.2 Handle food so as to ensure that food does not become contaminated 2.15.2 Contractor shall ensure that all foods are properly stored, prepared, packaged, and ready for transporting. 2.15.2.1 Dinner/hot meals must be of appropriate temperature (i.e., between 145˚-150˚F) during time of delivery at each site. Core temperature checks will be conducted digitally to ensure food safety. 2.15.2.2 Contractor shall maintain and provide a temperature log at the time of delivery. The temperature log shall be made available for review at all times, and upon request from the department. 2.15.3 Contractor shall notify the HSD designated contact of any health inspection that is made upon the contractor’s premises during the term of the contract. 2.15.3.1 Contractor shall provide copies of Health Inspection reports to the HSD designated contact within 24 hours of receipt of a report. Health Inspection reports will be maintained by the department in the contract files. 2.15.3.2 Contractor shall notify County within 24 hours of any food inspection violations. 2.15.4 Vehicles Transporting Food All vehicles carrying food and food products shall be constructed, equipped, and maintained as to protect the purity and wholesomeness of the transported products and shall conform to the applicable general regulations found in the Arizona Administrative Code. 2.16 CONTRACTOR REQUIREMENTS 2.16.1 Contractor shall meet with HSD designated contact on a monthly basis at time agreed upon between the department and the contractor to review food service needs and nutritional requirements. 2.16.2 Contractor shall have 3 years of experience in providing commercial meal preparation and delivery. 2.16.3 Permits and Licenses 2.16.3.1 Contractor shall ensure all food permits and licenses for all food service staff are in place and current, including Food Handlers certifications/cards for all staff. Contractor’s permit to operate shall be posted in a conspicuous place on the premises of the food establishment. 2.16.3.2 Contractor shall keep fully informed of federal, state and local laws, ordinances and regulations that impact the food service industry that apply to the contract. SERIAL 230094-S 2.16.3.3 Contractor shall comply with all applicable federal, state and local statutes; the prevention of fraud and abuse; conflict of interest, kickbacks, comingling of funds, charging of fees, nepotism, child labor, political patronage, political activities, lobbying activities, sectarian activities, unionization and anti-unionization activities/work stoppages; and United States Department of Agriculture (U.S.D.A.) regulations. 2.16.4 Contractor shall establish and use internal program management procedures sufficient to ensure compliance with this contract and all applicable laws and/or regulations (food temperature logs, delivery vehicle temperature logs, delivery times, etc.). The department reserves the right to receive, at any time, contractor’s documentation indicating compliance to applicable laws and regulations. 2.17 CONTRACTOR REPORTING REQUIREMENTS 2.17.1 Contractor shall coordinate with HSD to establish a process for sharing the number of meals served and/or meal limitations or requirements daily. 2.17.2 Contractor shall maintain complete, accurate records of food provided to all locations to include: 2.17.2.1 A list of the quantities of each meal 2.17.2.2 Menu of items provided for each meal 2.17.2.3 The menus provided to the HSD contact during the term of the contract 2.17.2.4 Record and maintain an accurate accounting time of meal delivery and temperature of meals at time of delivery. 2.17.2.5 Record and maintain an accurate count of the daily number of meals, by meal type, as prepared and delivered to each site. Meal count documentation must include the number of meals requested by each site. 2.18 REIMBURSEMENT 2.18.1 Contracts awarded under this solicitation are cost reimbursement and contractor shall incur costs and submit for reimbursement after the services have been provided. 2.18.2 Contractor shall submit an invoice via email on or before the ninth business day of the month following the month, or portion thereof, service delivery was provided. The contractor shall submit an original itemized signed billing statement of the daily meals delivered along with the documentations supporting the bill (e.g., delivery sheet indicating the number of meals ordered, and delivery to each site.) Invoicing not received within 45 days following the last day of the service month may result in forfeiture of payment for services related to that invoicing cycle. 2.18.3 The department will, upon receipt of receipt of accurate invoice and supporting documents enumerated in the contract, process and remit to the contractor a warrant for payment of service provision or work performance. 2.18.4 Should there be a disallowance in the claim, the claim shall be processed for the reduced amount. If the contractor protests the amount or the reason for a disallowance, contractor shall address their protest, in writing, with the department. Should the contractor and the department be unable to resolve the protest, the department will forward the protest to the Maricopa County Office of Procurement Services for resolution. SERIAL 230094-S 2.18.5 Contractor shall ensure the final fiscal year invoice shall be submitted no later than the ninth business day of the month following the month services delivery was provided to ensure payment is processed on a timely basis. 3.0 PURCHASING REQUIREMENTS 3.1 DELIVERY Contractor shall notify the County representative listed on the order if the requested delivery date and/or the anticipated lead time cannot be met. Failure to communicate to County changes in the order status may result in default proceedings. 3.2 SAMPLES Contractor may be requested to furnish samples of material(s) bid at any time prior to award and over the course of the contract to allow for examination by the County. Any materials so requested shall be furnished within 10 working days from the date of request and furnished at no cost to the County and provided to the address designated in the requesting correspondence. Samples become the property of the County upon receipt. 3.3 TESTING Unless otherwise specified, services and related materials purchased will be inspected by the department to ensure they meet the quality and quantity requirements of the specifications. When applicable and deemed necessary by the County, samples of the materials may be taken at random from stock received for submission to a commercial laboratory or other appropriate agency for analysis and tests to determine whether the materials conform in all respects to the specifications. In cases where commercial laboratory reports determine that the materials do not meet the specifications, the expense of such analysis shall be borne by the contractor. 3.4 WARRANTY All services furnished under this contract shall conform to the requirements of this contract. 3.5 INSPECTION OF SERVICES 3.5.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the contract requires. 3.5.2 County has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 3.5.3 If any of the services do not conform to contract requirements, County may require the Contractor to perform the services again in conformity with contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 3.5.3.1 require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and 3.5.3.2 reduce the contract price to reflect the reduced value of the services performed. SERIAL 230094-S 3.5.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with contract requirements, County may: 3.5.4.1 by contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 3.5.4.2 terminate the contract for default. 3.6 USAGE REPORT Contractor shall furnish the County a usage report upon request delineating the acquisition activity governed by the contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. 3.7 BACKGROUND CHECK Bidders/proposers need to be aware that they may be required to pass multiple background checks (e.g. Sheriff’s Office, County Attorney's Office, Courts, as well as 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 company, subcontractors, and employees. 3.8 INVOICES AND PAYMENTS 3.8.1 Contractor shall invoice for each meal provided that is not rejected or a replacement meal. Invoices shall include the number of breakfasts, lunches, and dinners provided by location for a preceding month. Invoicing shall include receipts for pass-through costs for special meals provided during that month as per section 2.9.8 Special Meals. 3.8.2 Contractor shall submit one legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address, and contact information • County bill-to name and contact information • Contract serial number • County purchase order number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (e.g., number of days or weeks) • Contract item number(s) • Arrival time and completion time (if applicable) • Description of purchase (product or services) • Pricing per unit of purchase • Extended price (by line item) • Total amount due 3.8.3 Problems regarding billing or invoicing shall be directed to the department as listed on the purchase order. 3.8.4 Payment shall only be made to the contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After contract award, the contractor shall complete the Vendor Registration Form accessible through the County Department of Finance SERIAL 230094-S Vendor Registration website at https://www.maricopa.gov/5169/Vendor- Information. 3.8.5 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.8.6 EFT payments to the routing and account numbers designated by the contractor shall include the details on the specific invoices that the payment covers. Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.9 APPLICABLE TAXES 3.9.1 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. 3.9.2 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, 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 over payment 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. 3.9.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to their operation and any persons employed by the contractor. Contractor shall, and require all subcontractors to, hold the 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 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). 3.10 PERFORMANCE It shall be the contractor’s responsibility to meet the proposed performance requirements. The County reserves the right to obtain services on the open market in the event the contractor fails to perform, and any price differential will be charged against the contractor. SERIAL 230094-S 3.11 POST AWARD MEETING Contractor may be required to attend a post-award meeting with the department to discuss the terms and conditions of this contract. This meeting will be coordinated by the procurement officer of the contract. 3.12 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE) The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful respondent under this solicitation, a member of SAVE may access a contract resulting from a solicitation issued by the County. If contractor does not want to grant such access to a member of SAVE, state so in the bid. In the absence of a statement to the contrary, the County will assume that contractor does wish to grant access to any contract that may result from this bid. The County assumes no responsibility for any purchases by using entities. 3.13 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs) County currently holds ICPAs with numerous governmental entities. These agreements allow those entities, with the approval of the contractor, to purchase their requirements under the terms and conditions of the County contract. It is the responsibility of the non- County government entity to perform its own due diligence on the acceptability of the contract under its applicable procurement rules, processes, and procedures. Certain governmental agencies may not require an ICPA and may utilize this contract if it meets their individual requirements. Other governmental agencies may enter into a separate Statement of Work with the contractor to meet their own requirements. The County is not a party to any uses of this contract by other governmental entities. 4.0 CONTRACTUAL TERMS & CONDITIONS 4.1 CONTRACT TERM This Invitation for Bids is for awarding a firm, fixed-price purchasing contract to cover a term of one year. 4.2 OPTION TO RENEW The County may, at its option and with the concurrence of the contractor, renew the term of this contract up to a maximum of three additional year(s), (or at the County’s sole discretion, extend the contract on a month-to-month basis for a maximum of six months after expiration). Contractor shall be notified in writing by the Office of Procurement Services of the County’s intention to renew the contract term at least 60 calendar days prior to the expiration of the original contract term. 4.3 CONTRACT COMPLETION In preparation for contract completion, the contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the 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 the contractor that are 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. SERIAL 230094-S 4.4 PRICE ADJUSTMENTS Any requests for reasonable price adjustments must be submitted 60 calendar days prior to the contract expiration. 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 will 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 updated version of the contract. 4.5 INDEMNIFICATION 4.5.1 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. 4.5.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment 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, anyone 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. 4.5.3 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 section. 4.5.4 The scope of this indemnification does not extend to the sole negligence of County. 4.6 INSURANCE 4.6.1 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. 4.6.2 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. 4.6.3 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, SERIAL 230094-S or an extended discovery period will be exercised for a period of two years beginning at the time work under this contract is completed. 4.6.4 Contractor’s insurance will be primary insurance as respects County, and any insurance or self-insurance maintained by County will not contribute to it. 4.6.5 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. 4.6.6 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. 4.6.7 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. 4.6.8 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. 4.6.9 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. 4.6.9.1 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. 4.6.9.2 Workers’ Compensation 4.6.9.2.1 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. 4.6.9.2.2 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 SERIAL 230094-S 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. 4.6.9.3 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. 4.6.9.4 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 per occurrence and $4,000,000 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. 4.6.9.5 Certificates of Insurance 4.6.9.5.1 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. 4.6.9.5.2 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. 4.6.9.5.3 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. 4.6.9.5.4 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 SERIAL 230094-S 4.6.9.6 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 30 calendar days prior written notice to Maricopa County. Contractor must provide notice to Maricopa County, within two 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 W. Jefferson St. Suite 700, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation. 4.7 FORCE MAJEURE 4.7.1 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 include, but are not limited to, 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, and pandemic. 4.7.2 Each 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. 4.7.3 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. 4.8 ORDERING AUTHORITY Any request for purchase shall be accompanied by a valid purchase order issued by a County department or directed by a Certified Agency Procurement Aid (CAPA) with a purchase card for payment. 4.9 AVAILABILITY OF FUNDS 4.9.1 The provisions of this contract relating to payment 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 will be the sole judge and authority in determining the availability of funds under this contract. County will keep the contractor fully informed as to the availability of funds. 4.9.2 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 will be liable for payment only for services rendered prior to SERIAL 230094-S the effective date of the termination, provided that such services are performed in accordance with the provisions of this contract. County will give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance. 4.10 INTERNET ORDERING CAPABILITY It is the intent of Maricopa County to use the Internet to communicate and to place orders under this contract. 4.11 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION 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. 4.12 PURCHASE ORDERS 4.12.1 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. 4.12.2 Contractor agrees to accept verbal notification of cancellation of purchase orders from the County with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. 4.13 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. 4.14 STOP WORK ORDER 4.14.1 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 order is delivered to the contractor, or within any extension of that period to which the parties shall have agreed, the procurement officer shall either: 4.14.1.1 cancel the stop work order; or 4.14.1.2 terminate the work covered by the order as provided in the Termination for Default or the Termination for Convenience clause of this contract. SERIAL 230094-S 4.14.2 The procurement officer may make an equitable adjustment in the delivery schedule and/or contract price, 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. 4.15 TERMINATION FOR CONVENIENCE Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the contractor. 4.16 TERMINATION FOR DEFAULT 4.16.1 The County may, by written Notice of Default to the contractor, terminate this contract in whole or in part if the contractor fails to: 4.16.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension; 4.16.1.2 make progress, so as to endanger performance of this contract; or 4.16.1.3 perform any of the other provisions of this contract. 4.16.1 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 a Notice to Cure from the procurement officer specifying the failure. 4.17 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that, pursuant to Arizona Revised Statute (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. 4.18 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. 4.19 SUBCONTRACTING 4.19.1 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 or project. 4.19.2 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. SERIAL 230094-S 4.20 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. 4.21 ADDITIONS/DELETIONS OF SERVICES The County reserves the right to add and/or delete services to a contract. If additional services are required from a contract, prices for such additions will be negotiated between the contractor and the County. 4.22 RIGHTS IN DATA 4.22.1 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. 4.22.2 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. 4.23 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 4.23.1 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. 4.23.2 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. 4.24 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. 4.25 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. SERIAL 230094-S 4.26 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. 4.27 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. 4.28 RELATIONSHIPS 4.28.1 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. 4.28.2 The County reserves the right of final approval on proposed staff. 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 previously approved by the County. 4.29 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) 4.30 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. 4.31 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 4.31.1 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: 4.31.1.1 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; 4.31.1.2 have not within a three-year period preceding this contract: 4.31.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the SERIAL 230094-S result of performing a government entity (Federal, state or local) transaction or contract; 4.31.1.2.2 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; 4.31.1.3 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 performing a government entity public (Federal, state or local) transaction or contract; 4.31.1.4 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 4.31.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, state or local) terminated for cause or default. 4.31.2 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. 4.31.3 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. If this clause is applicable to a subcontractor, the contractor shall include the information required by this clause with their bid. 4.32 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 4.32.1 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). 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. 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 www.uscis.gov. SERIAL 230094-S 4.32.2 The County retains the legal right to inspect documents of contractor and subcontractor employees performing work under this contract to verify compliance with paragraph 4.32.1 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 4.33 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS 4.33.1 The parties agree that this contract and employees working on this contract will be subject to the Contractor employee whistleblower protections established by Title 41 U.S.C. § 4712 and Section 3.908 of the Federal Acquisition Regulation. 4.33.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in Section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 4.33.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold ($250,000 as of fiscal year 2018). 4.34 EQUAL EMPLOYMENT OPPORTUNITY 4.34.1 The contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, or national origin. The contractor shall take affirmative action to ensure applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex, or national origin. Such action shall include but is not limited to the following: employment, upgrading, demotion or transfer, recruitment, or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 4.34.2 Contractor shall comply with the following provisions: 4.34.2.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); 4.34.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 4.34.2.3 The Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); 4.34.2.4 The Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and Arizona Executive Order 2009-09, as amended, et seq. which mandates that all persons shall have equal access to employment opportunities. 4.34.2.5 Contractor understands that the United States has the right to seek judicial enforcement of this assurance. SERIAL 230094-S 4.35 CONTRACTOR LICENSE REQUIREMENT 4.35.1 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 requirements, by any and all governmental or non- governmental entities as mandated to maintain compliance with and remain in good standing. 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 Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses. 4.35.2 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. 4.36 INFLUENCE 4.36.1 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. 4.36.2 An attempt to influence includes, but is not limited to: 4.36.1.1 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. 4.36.2 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. 4.36.3 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. 4.37 CONFIDENTIALITY In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a bid 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 SERIAL 230094-S 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. 4.38 CONFIDENTIAL INFORMATION 4.38.1 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. 4.38.2 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. 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. 4.38.3 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. 4.39 PUBLIC RECORDS Under Arizona law, all offers submitted and opened are public records and must be retained by the records manager at the Maricopa County 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. 4.40 INTEGRATION This contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, expressed, or implied. 4.41 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this contract, the contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 4.42 GOVERNING LAW This contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix, Arizona. SERIAL 230094-S 4.43 FORCED LABOR 4.43.1 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. 4.43.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use: 4.43.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 4.43.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 4.43.2.3 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 4.43.3 If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end the 180 day period, the agreement terminates on the agreement termination date. 4.44 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail.