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BCT PARTNERS
Your Parties in Solutions that Ietotter
MARICOPA COUNTY — TRAINING FOR CBOS
QAOOSS
SERIALS: Pil REPL
AGREEMENT
Respondent hereby certiltes that Respoadon€ jis eeicl, saideesienls, and ageves Hot aeveplasiee by Mirricopa Counay ofthe Respanutent’s
Oftor hy the isavanve nia Candracl na Parchase Order, wll creare a binding Contract, Respondent grees tw Fitky comiply with atl
terms and conditions as set landt in this solicitation cosument, tho Maricopa County Proguromead Cade, and ancnusaents daerels,
logethor with dhe specifications and oftee documentary lors agresviule made a part oF ihis specific ssrocurc merit,
BY SIGNING THIS PAGE FH BNE RESPONDENT CERTIFIE RESPONDENT HAS REVIEW BD THE
ADMINISTRATIVE INFOR? aN E “ J MECATER AT
{hited yyw, tng ricopa_payDactcecnel “enter View/6353) AND AGREE TO BEL ONTRACTUALLY HOIND TO THEA.
BCT Partaes, LLC 22-30656W) 61428377
RESPONDER E (FIRM) SUBMEFTING PROPOSAL. FEDERAL TAX 1D NUMBER DUNS #
Sere yiyes
‘Randal D. Pinel PUD MDA, Mannping Paciner en if
PRIN LO NAME AND FRILE AUTHORIZED SIGNATURE
alee 34 (273) 622-908 f §273} 622-0
PELEPRONE VAXE
Newark, it ato 223
city STATE DATE
Islip: beipariers con rpinkeu gbCpartners.ca
WET SEPT EMATI. ADDRESS
MARICOPA COUNFY:
CHAERMAN. BOARD OF STIPERV Bat
ATTEST:
CHERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
Page 24 of 37
BCT PARTNERS PAGE 23
Your Barties in Sekutions thar Mater
y 8CT PARTNERS
Maricopa COUNTY — TRAINING FOR CBOS
6. APPENDIX A: ATTACHMENTS
6.1 ATTACHMENT A {PRICING AND VENDOR INFORMATION)
SERIAL: PH RET 23008
ATTACHMENT A
PRICING: ANT VENDOR INFORMATIE
BINDER NAMR CE Partners, LEC
MARICORA COUNTY VERIM REGISTRATION &, IF KNOWN. TE NOT, MA, NA,
BIDDRR ADDRESS:, LAS Lack Street, Suite 315, Newark, NJ 07103
7.0 ADDRSS: a
BIDDRR PHOREFAX
COMPANY WEB SFSL: hlogfsrew. betpariners, com
COMPANY CONTACE (REP3:_14, Rewedatl D. Pinkett
£-MAB. ADURESS (REP):_mpiskett/ibetpurbicrs,comn
PAYMENT FERMS: Net 30
COMPLNSA ONPES: TOTALMOUNT:
TRAINING FOR COMMENITY BASED ORGANIZATIONS AAs shown in Affacinient B
(As defined herein)
Kespendent’s signature tetnyy indicates understanding and agrcenmeest to perfonn tise services arittined in dhe Request for Propasal
indicted aeove fin ais total vmouiits listed above,
_ ——
Ft SE A won vas :
Signolure (REQUIRED) Daw
Page 23 of 37
BCE PARTNERS PAGE 21
\ BCT PARTNERS
Yaar Pataar in Solusians, that iiagene
MARICOPA COUNTY —TRAINING FOR CBOS
6.2 ATTACHMENT B (BUDGET TEMPLATE}
See accompanying spieadsheel.
BCT PARTNERS PAGE 22
PH REP 236085, Tralning for
Community Based Crganbatsons
BCT Partners.
None: Gucigers shauid be coituictes! based on 20 patklponts
douget Categories ‘The Bending Arc af ' Cevtterirg the Wolces Fadtlieathng OtfflcuR | Managing Crass. Video Based Seuf- Facliated panne
Cates I : a i : lection ted:
: Health sustico Awareness to Salon : Cormersatsons Culcural Connic . Cukural Cosnpetonce Learning Programs Groups ‘Ri n Groups.
53 10,990.00) § 3 " $ $000.06: = 250000 $33 asad
Fy famed = $ £ otS -l$ s 2§ :
Ae 100.09] § :S 3 Taeaco $ Toot: $ ¢ Ss 2
5 1fte.09 | $ $ 3 2,000.00 $ 1,993.c0 | § & 1,993.c0: $ LCCOO9
$ 500,00] $ A $ $00.09" $ seo.0a1 § $ 300: S ‘S090
Tatal eudpat ¢ Bama s B $ 750000 $ __ 7,500.00| $ 4.00000} §__saasc00;
Sefintion;
The cest af the Instructar. Ts sey be che howdy “al
spers cevelepng and delivering tno walning. “tray
consultant “or expert speaker, nte.
Staff time / Insrructor Fee
‘Training Delvery
‘Trafaing Marestals
tavd Senge, costs assochved with Saving speakers trave' to Pheorss Te dollees the tralning
Marketing Cows assocluiee wits ¢oordinating severtice nent helading fers, eee,
atod by tt crainker of boars stot
d¢ 4 contuctes amount fer a
Casts sssac ated wth delivering tee training. “hs may ke dasses, vides tyta-inly, Hoare,
Casts asscc‘ated wk imatarll's toed during the trwrirg Indud ng worcbooks, videcs, ccx
SERIAL#: PIL RFP 230085
REQUEST FOR PROPOSAL FOR: TRAINING FOR COMMUNITY BASED
1.6
ORGANIZATIONS
INTENT:
COVID-19 has had a disproportionately negative impact on many Muricupa County residents, It became
evident early in the pandemic that health disparities and lack of health equity created greater challenges io
prevention, miligation, response, supporl to navigate care, address social isolation, and emergency response
preparedness. ‘This made many in our community much more vulnerabie to the discase, socio-economic
impact, and sucial isolation that contimes to effect recovery for ail.
Using CDC Health Disparities Grant funding, the Maricopa County Department of Public Health
(MCBPH), Office of Community Fmpowennent would like to partner with local and national organizations
(a provide health equity training. Maricopa County's Health Liquity ‘Training Scries will support knowledge
development and application for internal staff, external petinees, and influencers of public health.
Contractors will provide trainings, seminars, swarkshops, (echnical assistance, aid mentoring to assist stalf
and the conmnunity to better understand health disparities, address health equity, and implement hest
practices for addressing emergent public health issues.
Maricopa County’s Health Equity Training Scries wil! inclade monthly sessions for subrecigients of the
Health Disparilics grant, contracted agencies, and quarterly training for MCDPH staff. Ad-kue training will
aise be offered on a smaller scale to cover topics tailored to specific subrecipients. The goal is to improve
MCDPH and oar connnunity’s understanding of heaith equity and heailh disparity principles; the itention
fs an increased capacity fo prevent, iniligate, vaccinate, ircat, and aid in recovery fom COVID-19 in
addition to ongoing health and socictal cifects of the disease, Furthermore, the training series will help
participants lo better prepare for health emergencies aud emergent public heallh issucs in the future,
Themes and topics of trainings, seminars, workshops, technical assistance, and mentoring desired are fisted
below. Respondents are inviled to respond lo one or more of the following:
11 Adverse Chifdhood Experiences; Impact of trauma; ‘Trauma-infermed Care
12 lutroduction to [ealth Lauity; Health Equity Data; Health Disparities
1.3 How to have an Abundance Mindsct
14 ‘Fraditional Loadership and Non-Traditional Leadership incinding styles of feadership used by
female, indigenous, BIPOC, etc.; Results Based Leadership Training and Adaptive t.cadership
BS Mentai ETeatth First Aid {Adult and Youth)
1.6 Implicit Bias; Subconscious bias
1.7 Health justice, Social justice
18 Diversity, Rquily, Inckesion (MFI) inchiding workshops for agencies whe wish to craft a DEI
statement
19 lntersectionatity
i.10 Authentic communication; Inclusive communication
ill Foundations of pablic health practice; Health in All Policies.
12 Fucilitating difficult conversations
13 Coatition building
AG Caltural Competency trainings conducted by those with lived cxpcriences including but not
limited to race, ethnicity, religion, country of origin, LGRTQ+, disability, neral/urban
1.35 Collecting Sexual Oricntation and Gender Identity (SOGI} data
Page 3 of 37
SPRIAL#; PH REP 230885
LUG Creating more welcoming and inchisive environments
Li? Tlealth Bquity Zones, Green Zones
1.18 Vechnology of Participation (VoP)” Facititetion
1.19 Other health equity and Diversity, Rquity, Lichision related topics not listed above
Agencies (Contractors) may apply to deliver individual lraining themselves, coordinate delivery of
trainings by retaining subject matter experts, vr 4 combination of both. Trainings, seminars, workshops,
techiical assistance, and menloring shouké be flexible with multiple delivery methods available (ox. in-
person, virtual, hybrid, accessibility, bilingual, etc.) ‘laining methodology can be xkitl-bascd training,
informattonat sessions, or a combination of both. ‘lraining may atsu fall inte one of the followiyt
cafegortes but fs not mandatory, Cantractors should indteate if they can offer any of the services below in
addition to offering individual trainings,
. Trai-the-trainer, The Contractor informs and empowers a cohort of MCPPH staff who will be
able to independently train other MCDPH staff and/ar commumity partners.
‘ Posi-sessinn coaching or follow-np, The Contractor provides, as part of the contract, a
predclennined number of coaching, 1-1, or follow up opportunities to support participants.
. Facilitation guide. The Contractor provides guides, Lools, or ather resources that can guide future
training sessions of stinilar structure but provided by MCDPH,
. Books, arlictes, websiles, study puides or other tangible products that allow for future self
icarning, but not fully replicating another training experience.
° Handouts or participation guides that provide support ane reference ta participants but would
not provide significant learning to non-participants,
The seleeicd Contractor{s) shail establish currictlem and materials for topics (sclected front above list} and
facilitate trainings. It is expected that the chosen Contractor will work cooperatively with MCDPEH
throughout the process and MCDPH shall provide input and approvat,
it is the Department's intent ta award «n initial sixteen-month contract to ran through May 2024. Mattiple
contracts with successftd candidates shail be awarded and all work assignments shall be on an “as needed”
and “as requested” basis. MCEPi) shall identify and prioritize aff trainings lo be provided as well as negotiate
the individuai work assignments from those Contractors issucd 4 contract under this solicitation. Group sizes
may range from 5 - 100 individuals. For any work assizmments that are anticipated to cost $10,000 or mare,
3 ‘Task Order shall be distributed to all approved Contractors prior to a purchase order being issucd tor the
work assignment. For those work assigninents under $16,000, MCDPH reserves the right to award to any
qualified Contractor without the need for addilional competition, Scrvicgs may be requested in-person or
virtual depending on the subject mutter and training objectives of the work assignment. Contractors imay he
asked to work with other Contractors to complete a single work assignment.
MCD PII zeserves the right to award to multiple Cantraclors and to add adklitional Contractors, at the
County's sole discretion, in cases where the currently listed Contractors are of an insufficient number or
skilt set to satisfy tho County’s needs. MCDPH reserves the right to award to those Contractors mos
advanlageous to the County,
Page 4 of 37
2.0
SERIAL#: PH REP 230085
SCOPE OF WORK:
Contractor shall:
2.4
2.2
2.3
24
2.6
Participate in an orientation mecting to undersland che gouls and objectives of the CDC Health
Dispuritics Grant, including the deiverables, evaluation, and reporting structure,
Develop curriculum, training agenda, and materials addressing approved topic(s) Listed in Seetion
1.0 Intent
2.2.1 ise MCDPH approved and supptied logos and CDC apprayed grant language,
2.2.2 Adapt or develop trainings that are 508 ADA compliant
2.23 Ulifze multiple presentation styles and accommudations for different types of participant-
centered adult learning
2.2.4 — Ef providing a Jive training, a e-learning module may be created to supplement the in-
person usining and shauld reflect similar content and fearing objectives, with some
allowances due to different modality, Please note, recorded webinars are neither desized
nor considered e-learning modules.
2.2.8 If developing an interactive e-learning, moduie, it is to be created using Articulate 341s
Steryline using Storyfine 360. Upon completion, a copy of the story File shall be provided
to MCDPIL
2.2.6 Group size may range from 5-100 individuals
2.2.7 Submit for MCDPH input/approvat
2.2.8 Provide all materiais and handouts for participants
‘Training projected to oceur between February 2023 and June 2024
Work with MCDPH staff te coordinale advertisement for all work assignments,
Accoimt tor all staff time necessary for a successful work asstgament.
Collaborate with MCDPIT Uealth Disparities staff and MCDPIE Accreditation team to create
specific workshop evaluation and implement participant tracking system based on Accreditation
guidetines, This will include projected atecndecs and actual attendees.
MCDDPI Shall:
2.7
2.8
Conduct orientation meeting to explain the goals and objectives of the CDC Health Disparilics
Grant, including the deliverables, evaluation, and reporting structure.
Coordinate training Jogistics in partnership with designated Contractor
2.8.) Manage training calendar inchiding sending out calendar invites at least 30 days in advance
of scheduled training, Virtual events will inclide a Microsoft 'feams link for attendecs.
Page 5 of 37
2.9
2,40
2.42
SERIAL#: PH REP 230085
2.8.2 For in-person events: Sectie location, logistics, set-up, tear-dewa, cle. MCDPH staff will
be present on site to welcome aticndces, take aliendance, and iniraduce Contractor.
MCBPH staff wifk romain onsite to answer any questions about MCDPLE or Ilealth
Disparilics funding,
2.8.3 For virtual events: send out Microsoft Teams link and calendar invite to subrecipicats and
commmurity partners. MCDPH statf will be present during training to assist in aaswering
any questions and monitozing the chat room.
284 Collaborate wilh Contractor and MCPPH Accreditation team to create specific workshop
evaluation and gnplement participant tracking system based on Accreditation guidelines,
This will inclide projected attendees and actual attendees.
2.8.5 Advertise workshop to subrecipients, community partners and MCDPTH staff
Compensate Contractor an agreed upon rate, subject to negotiation, based upon the number of
participants trained taking into consideration the Contractor's budget for each training proposed.
Coutractors should create a proposed training budget for cach training listed in their proposal it
accordance with Attachment 8, Budget Template. Overall training costs should be inchisive of all
duties anc calcufaled as a flat rate for 10 participants. This is the rate MCDPII shall use (adjusted
tu match the number of anticipated participants} to calculate the expected total cust of cath
fraiing/work assignment when determitiing if a ‘fask Order shail be issued. Any deviations from
the proposed rates shali be fully documented and agrecd upon in writing prior to the actual training,
taking place and/or the payment being issued,
The following expenses are unallowable and should not be iachided in proposed budget:
2.10.1 Any type of food or beverage, including battled watcr
2.10.2 Any iype of gift card, stipend, tottery ticket, or any other type of cash incentive
2.10.9 Any type of alcohol or tobacco products, inchiding vape materials
2.10.4 Vehicles or vehicle maintenance fees
2.10.5 Capital Assets stich as property
Additional Requiremenis - the following requirements may or not be applicable to specific work
assigaments:
2.11. Project Management
2.11.1.1 Hire and manage ai] proposed staffing as weli as any subcontractors as may be
required.
2.11.1,2 Perform background checks, credentialing, and fingerprinting as needed or as may
be requived.
2.1L1.3 Verify, maintain, and keep current afl appropriale stal/subcentractor trainings
and required ficensing as may be requized by their profession and/or license.
Task Order Process +
2.12. For those work assignments expected to cost $16,000 or less, MCIDPH rescrves the right
to award to any pre-quatified Comiracior on the fist without the need for farther
competition or completion ofa ‘Task Order, Rach work assignment may be negotiated
individually taking into considcralion the following factors which may inclnde, but are
nat limited to, Contracior’s total cost per training, the number of individuals requiring
training, fae current availabiiity and/or capacity of tie Contractors, and/or lke urgency in
Page 6 of 37
3.0
2.13
PROCUREMENT REQUIREMEN
3.1
3.2
3.3
SERIAE A: PU RET 230085
which the services are to be provided. Alf factors daken into consideration fo defermine
both the Contractor and the lots! amount to be paid for a work assignment shall be filly
documented.
2,12,2 For all work assignmesits anticipated to execed $76,000, MCDPH shill issue a Task. Order
(via email) to all pre-qualified Contractors issued a contract under this solicitation.
Contactors shalf haye 4 minimum of three days to respond with a proposed work plan,
slaffing model, and total price including any assumptions. Al] responses shall be reviewed
and those Contractor(s} that are deemned to be the most adyanlageous shall be awarded the
Task Order.
2.12.3 Inclusion on this contract as a pre-qualified Contractor does not guarantee assignment of
any work assignment or Task order.
Other Services -
MCBPH is aware that there may be other related services not included above that mey be usclul to
the County. In your proposal, you are invited to explain such services and your ftrm’s qualifications
for such. luclude these additional services and their corresponding hourly rates in your proposal.
PERFORMANCE:
It shail be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa
County reserves the right to obtain services on the open market in the event the Contraclor Fails fo
perfoini, and any price differential will be charged against the Contractor,
CONTRACTOR EMPLOYEU MANAGEMENT;
3.2.1 Contractor shall endeavor to maintain the personnel proposed in their proposat
throughout the performance of this Contract. In the event that Contractor personnel’s
employmeet sialus changes, Contractor shall provide County a list of proposed
candidates with equivalent experience. Under no circumstances is it acceptable for the
implementation schedute to be impacted by a personnel change on the part of the
Contractor,
3.2.2 Contractor shai] not reassign any key personne] without the express consent of the
County.
3.2.3 County reserves the right to immediately remove fem its premises any Contractor
personnel il deterniincs is # risk to Couty operations.
3.24 County reserves thc right to request the replacement of Contractor personnct at any Gme,
for any reason.
INVOICIS AND PAYMENTS:
3.3.1 ‘rhe Contractor shalf submit at jeust one (1) legilte copy of their detailed invoice before
paymeni(s) can be made, Incomplete invoices will not be processed. At « minimum, the
invoice must provide the following infozmation:
Page 7 of 37
34
3.8
3.9.2
3.3.4
3.3.4
3.3.5
SERIAL#; PH RFP 230085
‘ Company name, address, and contact
. County billelo name and contact information
. Contract Seriat Number
. County purchase ordcr number
. invoice number and date
. Payment terms
* Date of service or delivery
. Bescription of Purchase (product or services)
. Pricing per unil of purchase
‘ Extended price
. Total Amount Duc
Problems regarding billing or invoicing shall be directed to the Departinent as listed on the
Purchase Order.
Payinent shalt onty be made to the Contractor by Accounts Payable (hrough the Maricopa
County Vendor Express Payment Program. ‘Fhis is an Lilectronic lunds ‘lransfer (EET)
process, After Contract Award the Contractor shall complete the Vendor Registration
Form jocated on the County Department of Finanee Vendor Registration Web Site
ottps://azdom-vss-ext.hostams.com/PRDVSS2X 1/Advantapet
Discouuts offered in the contract shall be caicufated based on the date a properly completed
invoted is Feccived by the County.
EFT payments to the routing and account nanibers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contraelor is
required to discuss remittance delivery capabilities with their designated finaucial
institution For access ta those details.
APPLICABLE TAXES:
3.4.4
3.42
3.4.3
Payment of Taxes: The Contractor shalt pay all applicable taxes, With respect to any
installation iabor on iftenis that are not attached to real property performed by Contractor
under the terms of this Contract, the installation labor cost and the gross receipts for
materials provided shal! be fisted separately on the Contractor's invoices.
State and Local Transaction Priviiepe ‘Faxes: ‘Fo the oxlent any Statc and lncal (ransaction
privilege taxes apply to sales made under the terms of this contract it is the responsibility
of the sclier to collect and remit ail applicahfe faxcs lo the proper taxing jurisdiction of
authority.
‘lax Indenteification: Contractor and all subcontractors shalf pay all lederal, State, and
local taxes applicable to ils operation and any persons employed by the Contractor.
Contractor shali require ali subcontractors to hold Maricopa County harmless from any
responsibility far taxes, damages and interest, if applicable, contributions required under
Kederal, and/or State and local jaws and regulations, and any other eosis inctuding:
transaction privilege taxes, usemployment compensation insurance, Social Security, and
Worker’s Compensation.
‘TAX (SERVICES):
Page 8 of 37
3.6
3.7
38
3.9
SERIAL #: PRL RET 230085
No tax shall be invoiced or paid against Contractor's labor. It is the responsibility of the Contvactor
lo determine auy and all applicable faxes and include the cost in the proposal price.
POST AWARD MBETING:
The Contractor may be required to attend & post-award meeting with the Department to discuss the
terns and condlitions of this Contract. This meeting wit! be coordinated by the Procurement Officer of
the Contract or the Program Manager or other designee as appropriate.
CONIIDENTIALITY:
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
} prépure # response to this solicitation, neither it nor its agenixs ar cmployees 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 (he express written authorization of
the County. If the oflerar does disclose County proprietary or confidential information to a third
party in preparing a response to this solicilation, it shall require the third party to acknowledge and
comply wiih this provision,
PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened arc public records and must be retained by the
Records Manager al the Office of Procurement Services. Offers shall be open to public inspection
and copying after Contract award and exccution, exvept for such Offers or sections thereof
determined to contain proprietary or confidential information by the Office ol Procurement Services.
H an Offeror believes dhat information in ils Offer ar any vesulting Contract should not Se released
in response 4© a public record request under Arizona Jaw, the Ofluror shaft indicate the specific
information deemed confidential or proprictary and submit a statement with its offer dctaiting the
reasons ihat the information should not be disclosed. Such reasons shall include the specific harm
or prejudice which may arise rom disclosure. The Records Manager of the Office of Procurement
Services shail determine whether the identified inforn:alion is contidentiat pursuant to the Maricopa
County Procerement Code,
ENFLUENCE;
As prescribed in MC1-£263 of the Maricopa County Pracurcnicnl Code, any effort to influesce an
employes of agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct,
may be prounds for Disbarment or Suspension under MC71-902,
An attempt to influence includes, bat is nat limited to:
3.9.) A Person offering or providing a gratuily, gif, itp, present, donation, niorey, entertainment
or cducattonal passes or tickets, or any type of valuable contribution ar subsidy,
3.9.2 That is offered or given with the intent to influence a decision, obtain « contract, parner
favorable treatment, o gain favorable consideration of any kind.
Page 9 of 37
SERIAL#; PH RFP 236685
ifa Person attenpts to influence any employee or agenl of Maricopa County, tac Chief Procurement
Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County
Procurement Code, any remedy in equily or in the law, or any remedy provided by this contract.
ABSOLUTELY NO CONTACT BETWEEN TIE RESPONDENT AND ANY COUN'TY
PURSONNLL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS AT LOWED
DURING THE SOLICITATION PROCESS UNLESS ‘THI COMMUNICATION IS iN REGARD
TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS
REGARDING THE SOLICIFATION, 17S PARTICIPANTS OR ANY DOCUMENTATION
PRIOR TO THE CONTRACT AWARN MAY BE GROUNDS FOR DISMISSAL OP 'FHE
RESPONDENT PROM "HH UVALUATION PROCESS.
4.0 CONTRACTUAL AND SPECIAL TERMS & CONDITIONS;
Al
4.2
43
CONTRACT PERM:
4.1.1 This Contzact shalt be for a tev of sixteen (16) months, beginning on the 1“ day of
lebruary 2023 and ending the 31 day of May 2024.
43.2 The Counly may, al its option and with the agreement of the Contractor, renew the term of
this Contract for additional terms up to a maxiinurn of itivec (3) addiliona? ycars, (or al the
County’s sole discretion, extend the contract on a month-to-month bases for a maximum
of six (6) months after expiration}. ‘Fhe County shall notify the Contractor in writing of its
intent to extend the Contract term at Jeast sixty (60) calendar days prior to the expiration
of the oxiginal contract tenn, or any additional term thereafter.
AVAILABILITY OF FUNDS:
4.2.1 ‘the provisions of this Contract relating ta payment for services shatl become effective
when funds assigned for the purpose of conrpensating the Contractor as herein provided
are avatiable to County for disburseanent. The County shall be the sofe judge and authority
i determining, the availability of funds under this Contrael. Courly shal? keep the
Contractor fully informed as to the availability of funds.
4.2.2 TE any action is taken by, any State agency, Federal department, or any other agency or
instrumentality io suspend, dectease, or terminate its fiscal obligations under, or in
connection wilh, this Contract, County may amend, suspend, dcercasc, or terminate its
obligations under, or in connection with, this Contract. Inthe event of termination, Counly
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 proyisions
of this Contract. County shall give written notice of the effective date of any suspension,
amendment, or lermination under this Sculton, at deast ten (10) days in advance,
INDEMNIFICATION:
To the fullest extent permitted by aw, aud to the extent that claims, damages, losses or expenses are
not covered and paid by insurance purchased by the Contractor, the Contractor shaft defend
indemnity and hold harmless the County (as Owner), its agents, representatives, agents, officers,
directors, officials, and employees from and agamist ali claims, damages, losses, end expenses
Gnckvding, but not Hmited to attomeys' fees, court cosfs, expert witness fees, and the costs and
attomeys' fees for appellate proceedings) arising out of, or alleged to have resuiled frem the
nepligent acts, errors, omissions, or mistakes relating to the perforinance of this Contract.
Contractor's duty to defend, indemnify, and hold harmiess the County, its agents, representstives,
agents, officers, directors, officials, and employees shall arise in connection with any claiin, deanagc,
Page 10 of 37
44
SERIAL#: PH RFP 230085
Joss, or expense that is attributable to bodily injury, sickness, discasc, dcath or injury to, impaiment
of, or destruction of tangible property, including foss of use resuting (here from, caused by negligent
acts, ervors, omissions, or niistakes in the performance of this Contract, but anly fo the extent caused
hy the negligent acts or omissions of the Contractor, a subcantractor, any onc dircetly or indirectly
employed by them, or aiyone for whose acts they may be liable, regerdless of whether or not such
claim, damage, loss, or expense is caused in part by a parly indemnified hereunder,
The amownt and type of fisuraice coverage rcquivements sel Forts herein will im no way be construed
as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification docs nui cxtend (0 the selc negligence of County.
INSURANCE:
4Ad
442
443
444
4.4.5
446
AAT
AAS
Contractor, at Contractor’s own. expense, shall purchase and maintain the herein stipnlated
nuttimum insurance [rom a company or companies duly licensed by the State of Arizona
and possessing a currenl A.M, Rest, Inc, rating of B41. bn Heu of State of Arizona licensing,
the stipufaled insurance may be purchased from a company or companies, which arc
authorized ta do business in the State of Arizona, provided that said fusurance companics
mect the approval af County. The form of any insurance policies and forms must be
acceptable to County,
All insurance required herein shall be maintained in full force and effect anti] aff work or
service required to be performed under the terms of the Contract is salisfactority completed
and formally accepted. Failure to do so may, at the sole discretion of County, constitule 4
material breach of this Contract.
Contractor’s insurance shalt be primary insurance as respects County, and any insurance
or selfnstrauce maintawed by County shail not contribute to it.
Any failure to comply with the clan reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall act affect the County’s night to coverage
afforded under the insurance policies.
The iisurance policies may provide coverage that contains deductibles or seli-msured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such pulicics, Contzactor shall be solely
responsible for the deductibie and/or sel[-insurcd setention and County, at ifs option, may
require Contractor to secure payment of such deductibles of sclfinsured retentions by a
surety bond or an irrevocable and unconditional fetter of credit, .
‘The insurance policies required by this Cortraci, except Workers’ Compensation and
Lrrors and Omisstous, shail namic County, its agents, representatives, officers, directors,
officials atid employees as Additional Insureds.
‘rhe policies required hereunder, execpt Workers’ Compensation and Errors and
Omissions, shail contain a waiver uf lransicr of rights of recovery (subrogation) against
County, ils agents, representatives, officers, directors, officials and employees for any
claims arising out of Contraclor’s work or service.
Commercial Generat Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of nat tess than $2,000,600 tor each occurrence, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Agpregate Limit. ‘the
policy shalt incinde coverage for promises liability, bodily injury, broad fom property
damage, personal injury, products and completed operations and blanket contractual
coverage, and shal! rot contain any provisions which wauld serve to limit third party action
Page 11 of 37
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over claims. There shali bc ne endorsement or modifications ofthe CGL Himiting the scupe
of coverage for liability arising from explosion, collapse, or underground property damage.
Automobile Liability:
Commuercial/Business Automobile liability insurance and, if necessary, Commercial
Unibrefle insurance with a combined single limit for bodily injury and property damage of
noe dess than $2,000,006 each occurence with respect to any of the Contractor's awned,
hired, and non-cyned vehicies assigned to or used in performance of the Contractor's wark
or services or use or maintenance of the premises under this Contract.
Workers’ Compensation:
Workers’ Compensation insurance fo 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 insuranee of not css than
$1,060,000 for each accident, $1,000,000 disease for cach cmptoyco, and $1,000,000
disease policy limit.
Contractor, its contactors and its subcontractors waive afl righls against Contract and its
agents, officers, directors and eniployees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer's ‘isbility, or
commercial mnbrelia liability insurance obtained by Contractur, its contractors and its
subcontractors purstant Lo this Conlract.
Certificates of frsurance:
4A, 11.1 Prior to Contract award, Contractor shaif lumish the County with valid and
complete certificsics of insurance, or formal endorsements as required by the
Contract in the form provided by dhe Counly, issued by Contractor’s insurer(s), as
evidence that policics proyidiny the required coverage, conditions and limits
required by this Contract are in fult foree and effect. Such certificates shail
identify this contract number and Eiltc,
4.4,11.2 In the eveol any aisurance policy(ies) required by this Contract is(are) written on
a claims made basis, coverage shall extend for tye years past completion and
acceptance of Contractor’s work or services and as evidenced by annual
Cerlificates of Tnsurance,
4.4.11.3 ICa policy docs expire during the ite of the Contract, a renewal certificate must
be scat ta County fifteen (15) calendar days prior to the expiration date.
Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shail not be permitted to expire, be suspended, be
cancefed, ar be maternally changed for any reasou without thirty (30) days prior writicn
notice ty 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 wift be
suspended, canecled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be seat directly to Maricopa County Office of Procureneat
Services and shall bc mailed, or haad delivered, to 4041 N. Central Avenuc, #1400,
Phoenix, AZ 85012 or cinailed to the Procurement Officer noted in the solicitation.
FORCE MASRURR:
4.5.t
Neither party shall be liable for failure of performance, nor facur any liability to the other
parly on account of any loss or damage resulting from any delay or failure to perform aff
or any part of this Contract if such deday or failure is caused by events, occurrcnees, or
Page 12 of 37
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SERTAL#: PH REP 230085
causos beyond the reasonable contro] and without negligence of the parties. Such eves,
occurrences, ar causes will include Acts of God/Nature (inchiding fire, flood, earthquake,
storm, faaricane or other natural disaster}, war, invasion, act of foreign enenties, hostilities
(whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military
or usurped power or contiscation, terrorist activities, nationalization, government sanction,
lockout, hlockage, embargo, labor dispute, strike, interruption or failure of electricily or
telecommumication service,
4.5.2 Flach party, as applicable, shail give the other party notice of its inabifity to perform and
particulars in reasonable detail of the cause of the inability. Hach party must use bes
siforts to remedy the sitration and remove, as soon as practicable, the cause of its inabilily
to perform or comply.
4.5.3 The party asserting Jioree Majerre as a cause for non-performance shal! have the burden,
of proving that reasonable steps were taken to minimize dckay or damages caused by
foreseeable events, that alf non-excused obligations were substuntiaily CadfiHed, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify sucti an assertion, so that other prudent precautions could be contemplated,
WARRANTY OF SERVICUS:
4.6.1 ‘he Contractor warrants that all scrviccs proyided hereunder will conform to the
requirements of the Contract, including ali descriptions, specifications and attachments
made a part of this Contract. County’s acceptance of services or goods provided by the
Contractor shall nol relieve the Contractor from its objigations ander this waranty.
4.6.2 In addition to its other remedies, County may, al the Contractor's expense, require prompt
corrcetion of any services failing to rect the Contractor's warranty herein. Services
torrected hy (he Contractor shat} be subject to al) the provisions of this Contract in the
thanner and to the same cxicnt as services originally fumished hereunder.
SUSPENSION OF WORK;
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt al] or
any part of the wark of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shail be made under this ciause 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 fauk or negligence of the Coniractor. No
request for adjustment under this clause shali be granted unless the claim, in an amount staled, is
asserted in writing as soon as practicable after the teumination of the suspension, delay, or
interyuption, but not later than the date of final payment under the Contract.
STOP WORK ORDER:
The Procurement Officer may, at any tine, by written order to the Contractor, require the Contractor
to stop ail, or any part, of the work called for by this contract for a period of ninciy (90) calendar
days after the order is delivered to the Contractor, and for any fiurther periad to which the parties
may agree. The order shatf 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 anc take ail
veasonabie steps to minknize the incarrence of costs allocable to the work covered by the order
during, the period of work stoppage. Within a period of 90 calendar days afler a stop-work is
delivered to the Contractor, or within auy extension of that period to which the parties shalf have
agreed, the Procurement Officer shall either:
4.8.1 Cancel the stop work order; or
4.3.2 Terminate the work covered by the order as provided in the Default, or the Termination fer
Convenisnce Clause of this Contract.
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48.3 The Procurement Officer may make an eqttitable adjustenent in the delivery schedule
and/or Contract price, or otherwise, and the Contract shall be modified, in wriling,
accordingly, if the Contractor demonstrates ltal the stap work order resulted in an inereasc
in costs to the Contractor.
TURMINATION FOR CON VENIENCL:
Maricopa County may terminate the Cantrael for convenience by providing thirty (30) calendar days
advance notice to the Contractor.
‘TERMINATION FOR DLEFAUL'F:
The County may, by written neticc of default (o the Contractor, (erminale this Contract in whole or
in part if the Contractor fails ta:
4.10.1 Defiver the supplics or to perform the services within the time specifigd in this Contract or
any cxlension;
4,02 Make progress, so as to endanger performance of this Contract; or
4.10.3 Pertorn any of the other provisions of this Contract.
The County’s night to texminete this contract under these subparagraphs may be exercised if the
Contractor does not cure such failure within ten (£0) business days (or more if authorized i writing,
by the County) after receipt of the notice from the Procurement Officer specifying the failure.
STATUTORY RIGIET OF CANCELLATION FOR CONILICT GF INTEREST:
Notice is given that pursuant to A.R.S. § 38-SE£ the County may cancel any Contvact without
penalty or firther obligation within three years after execution of the Contract, if any person
significauly invoived in initiating, negotiating, securing, drafting or creating the Contract on behalf
of the County is at any time while the Contract or any exteasion of the Contract is in effect, an
employee or agent of any other party to the Contract in any capacity or constiltant to ary other party
of the Contract with respect to the subject matter of the Contract. Additionally, purszant to A.R.S
§ 38-511 the County may recoup any fee or commission paid or due to any person significantly
involved in initiating, negotiaiing, 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,
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01;
1f Contractor engeges in for-profit activity and has 10 or morc employees, and if this agreement has
a valuc of $160,006 or more, Contractor certifies il is mol currently engaged in, and agrces for the
duration of this agreement to Aol engage in, a boyealt oF goods or services from Isracl, This
etrlification docs not apply ia a boycott prohibited by SO W.S-C. § 4842 or # regulation tssucd
pursuanl to 50 U.S.C. § 4842.
WRITTEN CERTIFICATION PURSUANT lo A.R.S, § 35-394:
Contractor warrants and certifivs that il dovs not currently, and agrees for the duration of the
Agrecment, that it will not use:
EB. the forece fabur of cthnie Uyghurs in the People’s Republic of China,
2. any goods or services preduced by the forced faher of ethnic Uyghurs in the People’s
Republic of China,
3. aay contractors, subcontractors ar suppliers that use the forced labor or any goads ar
serviecs produced by the forced labor of ethrie Uyghurs in the People's Remibite of
China.
Page 14 of 37
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if Contractor becomes aware during the term of this Agreement that (he Contractor js not in
compHanece with this paragraph, Contractor shali notify the County within five business days aficr
becomirg 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 ils noncompliance, then the agreement tcrminales, except dhat if the agreement
termination dale occurs before the end of the 180-day period, the ezrecment terminates on the
agrecrnent tcrminalion date.
CONTRACTOR LICENSE REQUIREMENT:
‘the Contractor shall procure all permits, iisuranee, liccnses and pay the charges aud fees necessary
and incidental to the lawftl 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 und in good standing for all permits and/or licenses, The
Contractor shall keep fully informed of cxisting and future trade or industry requirements, Federal,
Staic and Local laws, ordinances, and regulations which in aay manner affect the fulfillment of «
Contract. and shall comply with ihe same. Contractor shall immediately notify both Office of
Procurement Services and the Department of alt changes concerning perniits, insurance, or licenses,
SUBCONTRACTING:
4.45.1 The Coutractor may nut assign to another contractor or subcontract to anuther party for
perfosmance of the Lerias and conditions hereof without the written congen of the County.
All correspondence authorizing subcontracting, must refercnes the Conlract Number aad
identify the job prajcet,
4.15.2 ‘The Subcontraclor’s raic for the job shail not exceed that of the Prime Contractar’s rate, as.
bid in the pricing section, untess the Prime Contractor is willing to absorb any higher rates,
or the County has approved the increase. ‘The Subcontractor’s invoice shall be invoiced
directly lo the Prime Contractor, who in turn shall pass-through the costs to the County,
without mark-up, A copy of the Subconteactor’s faveicc musl accompany the Prime
Canlractor's invoice,
AMENDMENTS:
All amendments ta this Contract shall be in writing and approved/sizned by both parties. ‘lhe
designated Procurement. Officer shall be responsible for approving ali amendments for Maricopa
County.
ADIHTIONS/DELETIONS OF REQUIREMENTS:
‘The County reserves the right to add and/or delete matcrials and services to a Contract. Ha service
requirement is deleted, payment to the Contractor will be reduced proportionately to the amatnt oF
service reduced in accordance with the bid price. If additional materials or services are required
from # Contract, prices for such additions will be negotiated between the Contractor and tic County.
STRICT COMPLIANCE:
Acceptance by County of a performance thal is not in sirict compliance with the terms of the
Contract shalt not be deemed to be a waiver of sirict compliance with respect to all other terms of
the Contract,
VALIDITY:
The invatidity, in whole or ip parl, of any provision of this Contract shaft not void or affect the
validity of any other provision of the Contract,
SEVERAMILITY:
Page 15 of 37
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SERLAL#: PIL RFP 230085
The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity
ofany olfer provision of this Contract.
RIGHTS IN DARA:
‘the County shalt haye the use of data and reports resuiting fom a Contract without additional cost
or olhcr resizictom cxcept as may he established by law or applicable regulation. Uach Party shall
supply to the other Party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.
NON-DISCRIMINA TION;
Contractor agrees to comply with ali provisions and requireinents of Arizona Executive Order 2009-
09 inclading flow down of alt provisions and requirements to any subcontractors. Executive Order
2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 snd may be vicwed and
downloaded at the Avizona State Library Resvareh website
(http://azmemory.azitbrary pov/cdm/sineteitem/collection/execorders/id/680/ree/]) which is
hereby incorporated into this contract as if set forth in fault hercin. During the performance of this
Contract, Contractor shall not discriminate against any employec, clicnl, or any other individual in
any way because of that person’s age, race, creed, eotor, religivm, scx, disability, or national origin.
CBRTIVICA'TION REGARDING DEBARMENT AND SUSPENSION:
4.23.1 ‘Yhe undersigned (authorized offieist signing on behalf of the Contractor) certifies to the
best of his or her knowledge and belief that the Contractor, it’s current officers and
directors;
4.23.1.] are not preseatiy debarred, sespended, proposed for debarment, declared
incligibie, or voluntarily cxcluded from being awarded any contract or grant by
any Unilcd Status Department or Agency or any state, or local jurisdiction;
4.23.1.2 have not within three (3) year period preceding this Contract;
4.23.].2.1 been conyteled of fraud or any criminal offense in connection with
obtaining, allempting te obtain, or as the result of performing a
government entity (Federal, State, or local) transaction or contract: and
4,23,5,2,2 been convicted of violation of any Federal or State antitrust statics or
conyiction for embezzlement, theft, forgery, bribery, falsification or
desiruction of records, making false statemeuts, or receiving stolen
property regarding a goverunent entity transaction or contract;
4.23.1.2.] are not presently indicted or criminally charged by a government
entity (Federal, State or local} with commission of any criminat
offenses £ commection with obtaining, attempting to obtain, or as the
resuit of performing a government entity public (Federal, State or
local} transaction or coutract; and ave not presently facing any civil
charges from any governmental entity regarding obtzining, attempting
to obtain, or from performing any governmental entily cunlract or
other transaction; and have not within a three (3) year period preceding
this Contract hat any public transaction (iederal, State or local}
terminated for cause or defautt.
4.23.1.3 Ifany of the above circumstances described in the paragraph arc applicable to the
eatity submitting a bid for this requirement, inchide with your bid an cxplanalion
of the matter ineluding airy final resolution.
Page 16 of 37
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SERIAL#: PH RP 230085
4.23.2 The Contractor shali include, withouL modification, this clause in all lower tier covered
transactions (i.e. transactions with Subcontractors) and in all solicitations for lower tier
covered transactios related to this Contract,
VERIFICATION REGARDING COMPLIANCE WITH. A.RS. §41-440f AND FEDERAT.
IMMIGRATION LAWS AND REGULATIONS:
4.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and
Nationality Act (ENA using Li-verify) anc all other Federal immigration laws and regulations
related fo the inunigration statis of iis cmployees and A.R.S. §23-214(A}. ‘Fhe Contractor
shail obtain statenients front its subcontractors certifying compliance and shall furnish the
statements to the Procurement Officcr ypon request. These warranties shall remain in effect
through the tenn of the Contract, The Contractor and its subcontractors shall alsa maintain
Employment Liigibitity Verification forms (E-9) as required by the tmmsigvation Reform and
Control Act of 1986, as amended from time to time, for ali employees perfurming work under
the Contract and verify ciployee compliance using the L-verify sysicn and shall keep a
record of the verificalion for the duration of the employee’s cmployment or al feast three (3)
years, Whichever is longer, 1-9 forms are available for download at ISCIS.GOYV,
4.24.2 ‘the County retains the jegat right to inspect Contractor and subcontractor employe
documents performing wark tinder this Contract to verify compliance with paragraph 4.24.1
of this Section. Contractor and stibcontractor shali ¢ given reasonable notice of the County’s
intent i inspect and shal! make the documents available ut the time and date specified.
Should the County saspect or find that the Contractor or any of its subcontractors are not in
comptianec, the County will consider this a material breach of the Contract and may pursuc
any and afl semedies allowed by law, including, but not limited to; suspension of wark,
termination af the Contract for default, aud suspension and/or debarment of the Contractor.
All costs necessary to verify compliance are the responsibility of the Contractor.
INFLUENCE;
As prescribed in MC |-1203 of the Maricopa County Procurement Code, any effort to influcnee an
employce or agent to breach the Maricopa County Ethical Code of Conduct or any ethicat conduct
may he grounds for Disbarment or Suspension under MC]-902,
An attempt to influence inckades, but fs not linited to:
4.25.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment
or echicational passes or tickets, or any type of valuable contribution or subsidy,
4.25.2 That is offered or given with the inicnt to influence a decision, obtain a contract, gamer
favorable treatment, or gain favorable consideration of any kind.
Hf a Person attempts to influence any employce or agent of Maricopa County, the Chief Procurement
Oltticer, or his designee, reserves the right to seek any remedy provided by the Maricopu County
Procurement Code, any remedy it equily or in the lav, or any remedy provided by this contract.
CONTRACTOR UMPLOYELE WHISTLEBJ.OWER RIGIYS AND REQUIREMENT TO
INFORM EMPLOYBLS OF WHISTLERBLOWER RIGIITS:
4.26.1 The Parties agree that this Contract and employees woilcing o2 this Contract wilt be subject
to the whistleblower rights and remedies in the pilot program on Contractar employee
whistleblower protections estublished at 42 U.S.C. § 4712 dy seclion 828 of the National
Defense Authorization Ack for Fiscat Year 2013 (Pub. L. 112-239) anc section 3.908 of
the Federai Acquisition Regulation,
4.26.2 Contractor shall inform its employces in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. § 472, as
described in section 3.908 of the Federal Acquisition Regulatiea. Documentation of such
Page 17 af 37
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employee notification niust be kept on file by Contractor and copies provided lo County
upon request,
6.26.3 Contractor shail insert the substance of this clause, inchiding this paragraph, in alt
stibcontracts over the simplified acquisition threshold ($150,000 as of Scptembor 2013),
UNIFORM ADMINISTRATIVE RBQUIREMENTS:
By entering into this Contract, Contractor agrees lo comply with alf applicable provisions of Tile
2, Subtitle A, Chapter H, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST
PRINCEPLES, AND AUDIT RIQUIREMENTS FOR FEDERAL AWARDS contained in Title 2
CPR. § 200 et seq.
ACCESS ‘TO AND RE'FENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OFRER REVIEW:
4.28.1 In accordance with section MC1-371 of the Maricopa County Procurement Code the
Contracter agrccs to retain (physical or digital copies of} all books, records, accounts,
statements, reports, files, and other records and back-up documentation relevant to ibis
Contract for six (6) years aller final payment or uatil after the resolution of any audil
questions which could be more than six (6) years, whichever is latest. The County, Federal
or Staic auditors and any other persons duly authorized by the Department shall have full
aceess to, and the right to examine, copy and make use of, any and all said materiats.
4.28.2 If the Coniractor’s books, records, accounts, statements, reports, files, and other rceurds
and back-up documezration relevazt to this Contract are not sufficient to support and
docement that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and docuniented.
AUDIT DISALLOWANCES:
if at any time it is determined by the County that a cost for which payment has bcon made ts a
disallowed cost, the County shail votify the Contractor in writing, of the disallowance. ‘The course
of action to address the disallowance shall be at sole discretion of the County, and tay include
either an adjustment to fitture invoices, request for credit, request for a check or e deduction from
cient invoices submitted by the Contractor equat to the amount of the disallowance, or to require
reinbinsenent forthwith of the disallowed amount by the Contracior by issuing « check payable to
Maricopa County.
OFFSET FOR DAMAGES:
in addition fo ali other resnedies a1 Law or Equity, the County may offset from any money due to
the Contractor any atnounts Comractor owes to the County for damages resulting from breach or
deficiencies in performance of the Contract.
CONFIDENTIAL INFORMATION:
Any information obtained in the course of performing this Contract may include information that is
proprietary or confidential to the County. ‘his provision establishes the Contractor’s obligation
regarding such information.
‘The Contractor shall estabtish aud maintain procedures and conlyols that are adequate to assure that
no hiformation contained in iis records and/or obtained liom Lhe County or from offers in carrying
out its functions (scrviecs) under the Conteact shall he used by or disciasect by it, its agents, officers,
or employees, except as rcetired lo efficiently perform duties under the Contract. The Contractor's
procedures and controls at a minimum must be the same procedures and conirols it ses to protect
its own proprietary or confidential information. Ef, at any time during the daration of the Contract,
the County determines that the procedures and controls in placc ave not adequate, the Contractor
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