PE CONSILIENCE GROUP 230085.PDF

Maricopa County — Formal (2023-02-08)

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SERTALH: PH RFF 3 OOS ;

ATTACHMENT C ,

AGREEMENT

Respondent herehy certifies that Respondent has read, understands, and agrees that acceptance by Maricapa County of the Respondent's
Offer by [he issttance of a Conteact or a Purchase Order, will create a binding Contract. Respondent agrees to fally comply with all
terms and conditions as set forth in this solicitation document, the Maricopa Cotarty Procurement Cude, and armendnients thereto,
together with the specifications and other documentary forms herewith made a part of this specific procurcment.

BY SIGNING TRIS PAGE THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED THE
ADMINISTRATIVE INFORMATION AND STANDARD CONTRACT’S ‘TERMS AND CONDEFIONS LOCATED AT
http://www. maricops.poy/DocumentCenter/View/6453) AND AGREE TO BE CONTRACTUALLY BOUND TO THEM.

Consilience Group, LLC 62-1828716 _ 137612672 __
RESPONDENT (FIRM) SUBMITTING PROPOSAL FEDERAL TAX IBD NUMBER DUNS #
Meredith ennessy, Principal and Practice Leader Wleractith. Ne
PRINTED NAM ; TEE A AS: i ha
2157 Madison Avenue (908) 878-3378 / (901) 416-3078
ADDRESS TEI.EPHONE FAX @
Memphis, TN 38104 1/09/23
city STATE ZIP DATE —

Shellcy@ConsilicnccGroup.com

RMATL ADDRESS

MARICOPA COUNTY:

CHAIRMAN, BOARD OF SUPERVISORS oe DATE
ATIEST:

CLERK OF TOE BOARD DATE

APPROVED AS ‘10 FORM:

DEPUTY COUNTY ATTORNEY DATE

Page 28 of 37

SERIALA: FH REF 230085,

ATTACHMENT A

ERICING AND VENDOR INFORMATION

BIDDER NAME: Consilience Group, LIC

NiA
MARICOVA COUNTY VENDOR REGISTRATION #, [PF KNOWN, I NOT, N/A:

2157 Madison Ave Memphis, TN 38104
BIDDER ADDRUSS .

P.O. ADDRESS:

¢ - =
BIDDER PHONEJFAX ff: 901-878-3378

sas wiww.consilicncezroup.com
COMPANY WI SITE: beeen

COMPANY CONTACT (REP):_"

SheHey@iconsiliencegroup.com

E-MAIL ADDRESS (RLP}:

PAYMENT TERMS: Net 30

SSATION/FRES: ‘TOTALMOUNT:

TRAINING FOR COMMUNITY BASED GRGANIZATIONS As shown in A(tachment 8

(As defined herein}

Respondent's signature helow indicates understanding and ayrcement to perform the services outlined ia the Request for Proposal
indicated ubove for the total amounis fisted above.

Wlerectith. Nennedéig, 01/09/2023

Signature (REQUIRED) 7 Pate

Page 23 of 37

SERIAL#: PH RFP 230885

REQUEST FOR PROPOSAL FOR: ‘TRAINING FOR COMMUNITY BASED

ORGANIZATIONS

INTENT;

COVID-19 has had a disproportionately negative impact on many Maricopa County residents. 1 hecame
evident early in the pandentic that health disparities and tack of health equity created greater challenges to
prevention, mitigation, response, supporl to navigate care, address social isolation, and emergency response
preparcdness. ‘This made many in our community much more vilnerable to the disease, socio-cconmnic
impact, ane social isolation that continues to effect recovery for all.

Using CDC Health Disparities Ciranl (unding, the Maricopa County Department of Public Tleattin
{MCDPH}, Office of Community Erpowennent would like to partner with local and national organizations
to prove health equity training. Maricopa County’s Health Equity Fraining Series will support knowledge
development and applicatton for internal staff, external partners, and inflencers of pubtic health.
Contractors will provide trainings, seminars, workshops, technical assistance, and mentoring to assist staff
and the community to belter understand health disparities, address health equity, and implement best
practices for addressing emergent public health issues.

Maricopa Cotmty’s Health Equity ‘raining Scrics will include monthly sessions for subrecipients of the
Health Disparities prant, contractec agencies, and quarterly training for MCDPH staff. Ad-hoe taining will
also he offered on a smaller scale to cover topics tailored to specific subrecipicnis. The gaat is to improve
MCD PI] and our community’s understanding of health cquity and health disparity principles; the intention
is ai increased capacity to preven, intitigate, vaccinate, treat, and aid in recovery from COVED-19 in
addition 10 ongoing health and societal effects of the disease, Furthermore, the training series witt help
participants to better prepare for health emergeacies and emergent public health issues in the Silure.

Themes and topics of trainings, seminars, workshops, technical assistance, and mentoring desized are fisted
below. Respondents arc invited to respond to one or more of the folowing:

1! Adverse Childhood Experiences; hupact of trauma; ‘lyacna-istfonned Care

12 introduction to Health Equity; Health Equity Data; Health Disparities

13 How to have an Abundanee Mindset

14 Tradilional L.cadership and Non-Traditional Leadership including styles of teadership used by

female, indigenous, BIPOC, etc.; Results Based Leadership ‘Iraining and Adaptive Lcadership
LS Mental Health First Aid (Adult and Youth)

16 Empticit Bias: Subconseivus bias

1.7 Healih pustice, Social justice

1& Thversity, Equity, Jnctuston (DED inchiding workshops for ageneies who wish to craft a DRT
statement

1.9 intersectionafity

1.30 Aitthentic communicalion! Inclusive communication

1.1 Foundations of public health practice; Health in Ali Policies.

1.12 Facibtating difficult conversations

E13 Coalition building

1.14 Cultural Competency trainings conducted by those with tived experiences inchiding but not
lintited to race, cltuticity, refigiva, country of origin, .GRTQ1, disability, nral/arban

1.15 Codiccting Scxuat Orientation and Gender Identity (SOGH data

Page 3 of 37

SERIAL#: PH REP 238085

1d6 Creating more welcoming and inclusive environments

L.i7 Health Equity Zones, Green Zones

1.48 Technolagy of Participation (ToP)” Pacititation

1.59 Other health equity aud Diversity, Liquity, Inctusion related topics not fisted above

Agencies (Contractors) inay apply to deliyer individual training themsefves, coordinate delivery of
trainings by rclaining subject matter experts, or a combination of both. ‘Trainings, seminars, workshops,
technical assistance, and mentoring should be flexible with multiple delivery methods available (ex. in-
person, virtual, hybvid, accessibitity, bilingual, cte,) Training methodology can be skill-based training,
informational sessions, or a combination of both. Training may also fall into one of the following,
categories but is nut mandatary, Contractors should indicate if they can offer any of the services below in
addition to offering individual trainings.

‘ ‘Train-the-trainer. The Contractor informs and empowers a cohort of MCDPH staff whe will he
able Lo independeatly train other MCDPTI staff and/or community partners.

° Past-session coaching or follow-up. ‘Fhe Contractor provides, as part of the contract, a
predetermined number of coaching, 1-1, ur follow up opportunities to support participants.

. Kacilifalion puide. The Contractor provides suides, tools, or other resources thal can guide future
irtining scxsiuns of similar structure but provided by MCDPH.

. Rosks, articles, websites, study guides ur other tangible products that allow for future self
learning, but not filly replicating another training experience,

. Hazdoufs or participation guides that provide support and reference to participants but would
not provide significant fearing to non-participants.

The selected Contractor(s) shalj establish curricufum and materials for topics (selected from above list) and
facilitate trainings. tt is expected (hal the chosen Contractor will work cooperatively with MCDPH
throughout the process and MCDPH shatt provide input and approval.

It is the Departnient’s intent to award an initial sixtecn-month contract to run through May 2024. Maltipte
conteacts with successful candidates shall be awarded and ail work assignments shall be on an “as needed”
and “as requested” basis. MCBPH shall identify and prioritize all trainings to be provided as well as negotiate
the individeal wark assignments from those Contractors issued a contract under this solicitation. Group sizes
may range from 5 - 00 idividuads. For any work asstgnincitts thal are anticipated to cost $16,000 or more,
a Task Oider shall be distributed te all approved Contractors prior to a purchase order being issued for the
work assigmment. Por those work assignments under $/0,000, MCDPil reserves the right to award ie any
qualified Contractor wilhout dhe need for additional competition. Services inay be requested in-person or
virtual depending on the subject matter and training objectives of the work assignment, Contractors may be
asked to work with other Contractors to comptctc a single wark assignment.

MCDPH reserves [he righl to award to multiple Contractors and to add additional Contractors, at the
County's soe discretion, in cases where the currently listed Contractors are of an insufficient number or
skitl set to satisfy the County’s needs, MCDPH reserves the right to award to those Contractors most
advantageous to te County.

Pape 4 of 37

2.6

SERIALH: PH REY 230085

SCOPE OF WORK:

Contractor shall:

2.4

2,2

23

24

2.5

2.6

Participate in an orientation meeting to understand the goals and objectives of the CDC Lfealth
Disparities Grant, tnchtding the deliverables, evaluation, anc reporting siracture.

Develop curriculum, training agenda, and materials addressing approved topic(s) listed im Section
1.0 Intent

2.2.1. Use MCDPH approved and supplied logos and CDC approved granl janguage.
2.2.2 Adapt or develop trainings that arc 508 ADA compliant

2.2.3 Utilize multipte presentation styles and accommodations for differen types of participant-
centered adult learning

2.24 ff providing a live training, an c-learning module may be created to supplement the n-
person ivaining and should reftect simitar content and learning objectives, with some
allowances duc to different modality. Please note, recorded webinars are neither desired
nor considered e-learning nodules.

2.2.5 HH developing an interactive e-learning module, it is to be created using Articulate 360’s
Storyline using Storyline 360, Upon completion, a copy of the story file shall be provided
to MCDPH,

2.2.4 Group size may range trom 5-100 individuals

2.2.7 Submit for MCDPIL input/approval

2.2.8 Provide ali materiats and handouts for participants

Training projected to occur between February 2023 and func 2024

Work with MCDPH staff to coordinate advertisement tor all work assignments.
Account for all stat? time necessary for a successful work assignment,

Collaborate with MCDPH Heallf Disparities staff and MCDPH Accredifatiyn team lo ercate
specific workshop evaluation and implement parlicipant tracking system based on Accreditation
Buidelines. This will include projected attendees and actual attendees.

MCDPIt Shall:

2.7

2.8

Conduct orientation meeting to explain the goals and objectives of the CDC Tlealth Disparities
Gran, iiekiding the deliverables, evaluation, and reporting structure.

Coordinate training foyistics in partnership with designated Contractor

2.8.1 Manage training calendar including sending out calendar invites at least 30 days in atvance
of scheduled training. Virtual events will inctude a Microsoft Teanis link for attendees.

Page 5 of 37

2.9

2.10

2.42

SERIAL#: PIE RFP 230085

2.8.2 For in-person events: Secure focalion, logistics, set-up, teardown, etc. MCDPIE staff will

be present on sie to welcome attendees, take attendance, und introduce Contractor.

’ MCDPH staff will remain onsite to answer any questions ahout MCDPH or Health
Disparities funding.

2.8.3 For virtual events: sen out Microsofi Teams tink and calendar invite to sabrecipients and
community partners. MCDPI staff witl be present cluring draining to assist in answering,
any questions and monitoring the chat room.

2.8.4 Collaborate with Contractor and MCDPH Accreditation team to create specific workshop
evaluation and implement participant tracking system based on Accreditation puidelines.
This will include projected attendees and actial attencces.

2.8.5 Advertise workshop to subrecipients, community parmers and MCDPH staff

Compensate Contractor an agreed upon rate, subject to negotiation, based upon the mumber of
partiviparls trained taking into consideration the Contractor's budget for each training proposed.
Contractors should create a proposed training budget. for each traming fisted in their proposal n
accordance with Attachment B, Budget ‘Femplate. Overall training cosis shonid be inedusive of ali
duties and cafcutated as a flat rate for 10 parlicipants. ‘this is the rate MCDPH shalt ust (adjastcd
ta match the number of anticipated participants) to calculate the expected total cost of each
training/work assignment when determining if a Task Order shall be issucd. Any deviations from
the proposed rates shall be fully documented and agreed upon in writing prior [o the actual training
taking place and/or the payment being issued.

The following cxpenses are unallowable and should not be included in proposed budget:

2.10.1 Any type of oad or beverage, including bottled water

2.10.2 Any type of piit card, stipend, lottery ticket, or any other type of cash incentive
2.10.3 Any type of alcohol or tobacco products, including vape materials

2.40.4 Vehicles or vehicle maintenauce fees

2.10.5 Capital Asscts such as property

Additional Requirements -- the folowing requirements may or not be applicable to specific work
assignments:
2.4f.1 Project Management
2.41.4. [ive and manage ali proposed staffing as wel! as any subcontractors as inay be
required.
2.11.1.2 Perform background checks, credentialing, and fingerprinting as needed or as may
he required.
2.44,1.3 Verity, maintain, and keep current all appropriate stuff/subcuntractor trainings
and required licensing as may be required by their profession and/or license.

Task Order Process -

2.12.) For those work assignments expected to cost £10,000 or less, MCDPH reserves the right
to award to any pre-quatified Contractor on the list without ihe necd for farther
competition or complction of a ‘Fask Order. Each work assignment may be negotiated
individually taking into consideration the following factors which may include, hut arc
not limited to, Contractor's total cast per training, the mumber of individuals requiring
training, the current availabiliry and/or capacity of the Contractors, and/or the urgency in

Page 6 of 37

3.0

2.43

PROCUREMENT REQUIREMENT

3.1

3.2

33

SERIATA: TH RFP 230085

which the services are to be provided. All factors taken into consideration to determine
both the Contractor and the total amount 1o be paic for a work assignment shail be fufty
documented.

2.12.2 Foraii work assignments anticipated to exceed $10,006, MCDPH shall issue a Task Order
(via email} to aft pre-qualified Contractors ixsuect a contract ander this solicitation.
Contractors shalf have 4 minimum of three days to respond with a proposed work plan,
staffing mexdct, anc todal price including any assumptions. Aff responses shall be reviewed
and those Contractor{s} that ave deemed to be the inoxt advanlagcous shalt he awarded the
Task Order.

2.12.3 Enelusion on this contract as a pre-qualified Contractor does not guarantee assignment of
any work assigument or Task order.

Other Services -

MUCDPH is aware [hat there may be other related services not included above that may be useful to
the Counly, In your proposal, you are divited to explain such scrviccs and yaur firm’s qualifications
for such. Inchide these additional services art their concsponding hourly rates in your proposal.

‘Ss:
PERFORMANCE:

fe shalj be the Contractor’s responsibility to meet lhc proposce performance requirements. Maricope
County reserves the right Lo obtain services on the open market in the event the Coritractor fails to
pexfonn, and any price differential will be charged ayuinst the Contractor,

CONTRACTOR EMPLOYEE MANAGEMENT:

3.2.1 Contractor shall cndcavor to maintain the personnel proposed fa their proposal
throughout the performance of this Contract. 1 the cvent that Contractor personnel’s
employment status changes, Contactor shall provide County a list of propused
candidates with equivalent expericnee. Under neo circumstances is it acceptable for the
implementation schedule to be impacted by a personnel change on the part of the
Contractor.

3.2.2 Contractor shall not reassign any key persomnel without the express consent of the
County.

3.2.3 County reserves the right to irarediately rernove frome its premises any Contractor
personnel it dcicrmincs is a risk to County operations.

3.24 County reserves the right to request the replacement of Contractor pcrsunncl at any time,
for any reason.

INVOICES AND PAYMEN'FS:

3.3.1 ‘dhe Contractor shall submit at tcast onc (1} legible copy of their detailed invoice before
payment(s) can be mace, Incomplete kivoices will not be processcc. At 4 minimum, the
invoice niust provide de following information:

Puge 7 of 37

34

3.5

3.3.3

43.4

3.3.5

SERTAT#: PU REY 230085

. Company natie, address, ane contact

. County dit-to name and contact information
° Contract Sertaf Number

. County purchase order number

* Invoice number and date

. Paymeit terms

* Date of service or delivery

. Description of Purchase (product or services}
. Pricing per unit of purchase

. Extended price

. Total Amount Dre

Problems reparding billing or invoicing shatl be directed to the Department as listed un the
Purchase Order.

Payincnt shalf oniy be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Ulectronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form focated on the County Departinent of Finance Vendor Repistration Web Site
https://azdom-vss-ext hostaits.com/PROVSS2X L'Advantage4

Discounts offered in the contract shall be calculated based on the date a properly completed
invoice is received by the County.

EFF payments to the ronting and account numbers desigmated by the Contractor wilt
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabitilies with their designated financial
institution for acecss io those details.

APPLICABLE TAXES:

3.4.5

3.4.2

3.4.3

Payment of Faxes: The Contractor shait pay uli applicable taxes. With respect io say
installation Jabor on items 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 shall be listed separately on the Contractor's invoices,

State and Lovat Transaction Privilege ‘Faxes: ‘Yo the cxtcnt any State and local transaction
privilege taxes apply to sales made under the terms of this contract it is the responsibility
of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of
authority.

‘Vax Indemnification: Contractor and aif subcontractors shalf pay ali Federal, State, and
focal taxes applicable to its operation and any persons employed by the Contractor.
Contactor shall require atl subcontractors to hold Maricopa County harmless from any
responsibility for taxes, damages and interest, if applicable, contributions required uncer
Federal, and/or State anc local Jaws and regulations, aad any other costs including
transaction privilege taxes, unemployment compensation insurance, Social Security, and
Worker's Compensation.

‘TAX (SERVICES):

Page 8 of 37

3.6

37

4.8

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SERIALA: PIT RPT 230085

No tax shail be invoiced or paid against Contractor's labos. It ts the responsthihty of the Contractor
to determine any anc all applicuble taxcs and inclide the cost in the proposal price.

POST AWARD MERTING:

The Contractor may be required to attend a post-uwand mecting with the Department te discuss the
tenns and conditions of this Contraet. ‘Flis meeting will be coordinated by the Procurement Officer of
the Contract or the Program Manager or other desimiee a5 appropriate.

CONFIDENTIALITY:

in the eourse of the solicitation process, the County may disclose information that is proprietary or
confidential. By submitting a proposal to the solicitation, the offeror agrees thal, except as necessary
to prepare 4 response to this solicilation, neither it nor ts agents or employees wi conumunicate,
divulge. or disseminate to airy thivd party-persons or entities, any information that is disclosed to it
by the County curing the course of these discussions without the express written authorization of
the County. if ihe offeror does disclose County proprietary or confidential information to a third
party in preparing a response to this solicitation, it shall require the third party to acknowledge and
comply with [his provision.

PUBLIC RECORDS:

Under Arizona law, all Offers submitted and opened are public records and must be retained by the
Records Manager al the Office of Procurement Services. Offers shail be open fo public inspection
and copying after Contract award and exccution, cxcept for such Offers or scetions thercof
determincd to contain proprictary 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 fo # public record request under Arizona faw, the Offeror shali indicate the specific
atformation deented confidential or proprietary and submit a statement with 5 offer detuiliny: the
reasons that the information should not be disclosed. Such reasons shall inefude the specific harm
or prejudice which may arise from disclosure. Fhe Records Manager of the Office of Procurement
Services shall determine whether the identified information is confidential pursuant to the Maricopa
Counly Procurement Code.

ENFLUENCE:

As prescribed in MC1-1263 of the Maricopa Cuunty Procurement Code, any effort to influence an
cinpleyce or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct,
may be grounds for Disbarnent or Suspension under MC 1-902.

Au attempt to influence inclades, but is not limiled to:

3.9. A Person offering or providing a pratuily, gift, tip, present, donation, moncy, cnturlainincnt
or educational passes or tickets, or any type of valuable contribrtion or subsidy,

3.9.2 Thal is offered or given with the ftent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.

Page 9 of 37

SERIAL/#: PH RFP 230085

Hfa Person attcimpts to influence any employee or agent of Maricopa County, the Chief Procurement
Officer, or his designec, rescrves the right fo seek any remedy prayided by the Maricopa Counly
Procurcment Code, any remedy in equity or in the fay, or any remedy provided by this contract.
ABSOLUTELY NO CONTACT RETWEEN FHE RESPONDENT AND ANY COUNTY
PERSONNE], OTIIER TIEAN PHE OFFICE OF PROCURZMUN'T SERVICES, IS ALLOWED
DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARD
TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS
REGARDING THE SOLICHFATION, ITS PARTICIPANTS OR ANY DOCUMENTATION
PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE
RUSPONDENT FROM THB EVALUATION PROCESS,

4.0 CONTRACTUAL AND SPECEAL TERMS & CONDITIONS:

43

4.2

4.3

CON'FRACT TERM:

4.4.1 This Contract shali be for a term of sixteen (16} months, hegimming, on the |“ day of
February 2023 and ending the 31% day of May 2024.

4.\,.2 The County may, at its option anc with the agreement of the Contractor, renew the term of
this Cuntract for additional terms up to a maximum of three (3) additional years, (or at the
County's sole ciscretion, extend the contract or! a month-to-month bases for a maximum
of six (6) mouths aftcr expiration), The County shall notify the Contractor in writing of its
intent {o extend the Contract terin al least sixty (60) calendar days prior to the expiration
of the original contract term, or any additional term thercafler.

AVAILABILIFY OF FUNDS:

4.2.1 The provisions of this Contract relating to payment for services shail become effective
when funds assigned for the purpose of compensating the Contractor as herein provided
ave available to County fer disbursement, The County shall be the sole judge and authority
in determining the availability of funds under this Contract. County shall keep the
Contractor filly informed as to the availability of funds.

4.2.2 If any action is taken by, any State agency, Fodcral department, or any other ageney or
instrumentality to suspend, decrease, or terminate its fixcal obligations under, or in
camection with, this Contract, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this Contracl. fn the event of fermitiation, County
shall be liable for payment onty tor services rendered prior [o the effective date of the
termination, provided that such serviccs are pertonmed in accordance with the provisions
of this Contract. County shall give weitten notice of the effective date of any suspension,
amendment, or termination under this Section, at least ten (10) days in advance,

INDEMNEFICA TION;

‘Fo the Sulfest extent pennitted by law, and to dtc catent that claims, damages, losses or expenses are
fot covered and paid hy insurance purchased by the Contractor, the Contractor shalt dedond
indemnify and hott harmless the County (as Owwsicr), its agents, representatives, agents, officers,
directors, officials, and employees from and against li claims, damages, losses, and cxpenses
fincluding, bul not fmited to attoraeys’ fees, court costs, expert witness fees, and thc cosis and
attoracys’ fecs for appellate proceedings} arising out af; or alleged to have restuted from the
negiigcn| acts, crrars, omissions, or mistakes relating to the performance of this Contract.

Contractor's duly to detend, indemnify, and hold harintess the County, ifs agents, represcntatives,
agents, officers, aectors, officials, and employees shall arise in commection with any chain, damage,
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SERIALA: TH RFP 230085

joss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impaiment
of, or destruction of tangible property, including toss of use resulting there from, caused by negligent
ucts, errors, omissions, or mistakes in the performance af this Contract, but only to the extent caused
by the negligent acts or omissions of the Contractor, # subcontractor, airy one directly or indirectly
employed by them, or anyone for whase acts they may be tiable, regardiess of whether or not such
claim, damage, loss, or expense is caused in part by a party incemnified hereunder.

‘The amountand type of insurance coverage requirements sct forth frercin will into way be construed
as fimiting the scope of the indemnity in this paragraph.

The scope of this indemnification does not extend ta the sole ncgfigence of County.

INSURANCE:

4.4.1

4.42

4.43

444

4.45

4.46

4.47

44.8

Contractor, at Contractor's own expense, shall purchase and maintain dre herein stipulated
minimum insurance from a company or companies duly licensed by the State of Arizona
and poxscssing # current A.M. Dest, ine, rating of At +, In fiew of Stale of Arizona licensing,
the stipulated insurance may be purchased from a company or companics, which arc
authorized fa do business in the State of Arizona, provided that said insurance companics
meet the approval of County. ‘The form of any insurance policies and forms must be
acceptable to County.

All insarance required hervin shail be maintained in fill force and effect until alt wark or
service required to be performed under the icrms of the Contract is satisfactorily completed
and formally accepted, Failure to do so may, at the sole discretion of County, constitule a
material breach of this Contract.

Contractor's insurance shalt be primary instance as respects County, and any insurance
or self-insurance maintained by County shalt not contribute to it.

Any failure to comply with the claim reporling provisions of the isurance policies or any
breach of an insuraice policy warranty shalt not affect the County‘s right to coverage
afforded under the insurance policies.

‘the insurance policies may provide coverage that comains deductibles or self-insured
retentions. Such deductible and/or self-insured reteations shali not be applicable with
respect to the coverage provided to County under such policies. Contractor shail be solely
responsibte for the deductible and/or se] t-insurcd retenlion 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 fetter of credit.

The insurance policies required by this Contract, except Workers’ Compensation and
Frrors and Omissions, shail name County, its agents, representatives, officers, directors,
officials and employees as Additional Insurects.

The policies required herennder, except Workers’ Compensation and Lrrors and
Omissions, shall contain a waiver of transfer of righis of recovery (subrogation) against
5 agetts, representatives, officers, directors, officials und employees for any
claines arising out of Contractor's work or service,

Comrnerciat Ciercral Liability:

Commercial General Liability insurance and, if necessary, Conunercial Umbrella
insurance with a dint of not less than $2,060,000 for cach occurrence, $4,000,000
Products/Completcd Operations Appregate, and $4,000,000 Gcneral Aggregate Limit. ‘the
policy shall include coverage for premises Habilily, bodily injury, broad form property
damage, personal inpury, products and complcicd opcrations and blanket contractual
coverage, ard shal not contain any provisions which weld serve Lo Hmit third party action

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449

4AA0

4448

4.4.12

FORCE

Sut

SEREAL#: PH REP 230085

over claims, There shall be no cadorsenent or modifications of de CGE lining fhe scope
of coverage for Hability arisinu from explosion, cotlapse, or underground property damage.

Automobile Liability:

Conunercial/Business Autmnohite Liahifily insurance and, if neccessary, Commercial
Umbrella insuvance with a combined singte limi tor bodily injury ad 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 assizned to or used in performance of the Contractor's work
or services OF use or maintenance of the premises under this Contract.

Workers’ Compensation:

Workers’ Compensation insurance to cover obligations Emposed by Federal and State
statutes having jurisdiction of Contractor’s employees enzaged i the performance of the
work or services under this Contract; and Employer's Liability msurance of not dess than
$1,006,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy thnit.

Contractor, ils contractors and its subcontractors waive all rights against Contract and Hs
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation aid Empfoyer’s Liability, or
commercial umebrctla liability insurance obtained by Contractor, its comtractors and its
subcontractors purstant lo this Contract.

Certificates af Insurance:

4.4,66.] Prior to Contract award, Contractor shatt fiurnish the County with valid and
complete certificates of insurance, or forinal endorsements as required by the
Contract in the fonn provided by the County, issucd by Contractor’s insurer(s), as
evidence that policies providing the required coverage, conditions and limits
required by this Contract arc in full foree and effcel. Such certificates shail
identify this contract number and titkc.

4.4.51.2 In the event any insurance policy(ics} required by his Contract is(arc} written on
a claims made basis, coverave shall extend for two ycars past competion and
acceptance of Contractor’s work or services and as evidenced by annual
Certificates of Insurance.

44.11.35 Ifa policy does expire during the life of the Contract, a rcncwat cerlificate must
be sent to County fifteen (£5) calendar days prior to the expiration date.

Cancellation and Lixpiration Notice:

Applicable to ail insurance policies required within the lasuvance 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 thaty (36) days prior writen
notice to Maricopa County. Contractor must provide to Maricopa County, wititn fio (2)
business days of receipt, if they receive notice of a policy that has been or well 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 matled, or hand delivered, to 4641 N. Central Avenue, if1408,
Phocnix, AZ $5012 or emailed to the Procurement Officer noted in the solicitation.

MAJLURE:

Neither party shall be Hable for failure of perfomance, nor tour any fabiltly fo dhe other

party on account of any loss or damage resulting from any delay or failure to perform ait

or any part of this Contract if such delay or failure fs caused by events, occurrences, or
Page 12 of 37

46

4.7

48

SERIAT #: PH RFP 230085

causes beyond the reasonable contro! and wilhout negligence of the parties. Such events,
occurrences, or causes Will include Acts of Ciod/Nature Cinchiding fire, flood, earthquake,
storm, hurricatie or other natural disusicr), war, invasion, act of foreign enenties, hastifitics
(whether war is declared or nat), civil war, riots, rebellion, revolution, insurrection, military
or usurped power or confiscation, terrorist activilics, nationalization, government sanction,
lockout, blockage, embargo, lahur dispute, strike, interruption or failure of electrivily or
telecommuntication service.

4.5.2 Rach party, as applicable, shall give the other party notice of its inability to perfonn and
particulars in reasonable detail of the cause of the inability. Each party must use best
cforts to remedy the situation and remove, as soon as practicable, the cause of its inability
to perfor or comply,

4.5.3 The parly asscriiag Foree Majenre as a cause for non-perforimance shall have the burden
of proving [hat reasonable steps were taken to minimize dclay or damages caused by
foreseeabtc events, that ail non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the Jikelihood or actual occurrence which would
justify such an assertion, so that other prident precautions could be contemplated.

WARRANTY OF SERVICES:

4.6.1 The Contractor warrants thai all services provided hereundcr will conform to the
requirements of the Contract, including afl descriptions, specifications and attachments
made a past of this Contract. County’s acceptance of services or gands provided by the
Contractor shaft nat relieve the Contractor from its obligations under this warranty.

46.2 in addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. Services
corrected by the Contractor shall be subject to ali the provisions of this Contract in the
manner and to the same extent as services originally furnished hereunder,

SUSPENSION OP WORK:

The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any pari of the work of this contract for the period of tine that the Procurement Officer detennines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or iternsption to the extent that performance would lave been so suspended,
delayed, or interrupted by any other cause, inckuding the fault or negligence of the Contractor, Ne
request for adjustment ander this clause shalt be granted unfess the claim, in an amount stated, is
assericd in writing as soon as practicable aficr the termination of the suspension, delay, or
interruption, but not later than the date of final payment under the Contract.

STOP WORK ORDER:

The Procurement Officer may, at any time, by writen order to Lhe Contractor, require the Contractor
to stop all, or any part, of the work called for by this contract for a period of ninety (90} calendar
days after thc ordcr is delivered to the Contractor, anc for any further period to which the parties
may apree, 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 slcps to minimize the incurence of costs allocable lo the work covered by the order
during the period of work stoppage. Within a perted of 90 cafendar days after a stop-work is
delivered to the Contractor, or within any extension of thal period to which the parties shall have
agreed, the Procurement Officer shail either:

4.8.1  Canccé the stop work order; or

4.8.2 Terminate the work covered by the ander as provided in the Defante, or the ‘Termination far
Convenience clause of this Contract.

Pane 13 of 37

49

4.10

Ad

4.2

4,43

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4.8.3 The Procurcment Officer may make an equitable adjustnent in the delivery schedule
and/or Contract price, or otherwise, and the Contract shall be modified, in writing,
accordingly, if the Contractor cemonstrates that the stop work order resulted in an increase
in costs to the Contractor,

TERMINA'PION FOR CONVENIENCE;

Maricopa Counly may terminate the Contract for convenience by providing thirty (30) calendar days
advance notice {o the Contractor.

TERMINATION FOR DEFAULT:

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

4.19.1 Peliver the suppties or to perforni the services within the tine specified in this Contract or
arty extension;

4.10.2 Make progress, so as to endanger performance of this Contract; or
4.10.3 Perform any of the other provisions of this Contract.

The County's right to terminate this contract under these subparagraphs may be exercised if the
Contractor does not cure such faifure within ten (10) business days (or more if authorized in writing
by the County} after reeeipt of the notice from the Procurement Officer specifying the failure.

SFATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:

Notice js given that pursuanl to A.R.S, § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the Contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf
of the County és al any lime while the Contract or any extension of the Contract is in effeci, an
employee or agent of any other purly to the Contract in any capacity or consultant to any other party
of the Contracl with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S
§ 38-571 the County may recoup any tee or commission paid or due to any perseor significantly
involved in iniliating, negotiating, securing, dratiing or creating the Contract on behalf of the Counly
from any oiher party to the Contract arising as the resuit of the Contract.

WRITTEN CERTERICATION PURSUANT to A.R.S, § 35-393.61:

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

WRITTEN CERTIFICATION PURSUAN'! to A.R.S. § 35-394;

Contractor warrants and certifies that it does not currently, and agrees for the duration of the
Agreement, that if will not use:

|, the forced Jabor of ethnic Uyghurs in the Peopte’s Republic of China,

2. any goods or services produced by the forced labor of ethnic Uyghurs in the Peapte's
Republic of China,

3. any contractors, subcontractors or suppliers that use the forced labor or any goods or
services produced by the forced labor of ethnic Uyghurs in the Pouple's Republic of
China,

Page 14 of 37

4.14

44S

4.16

4AF

4.18

419

SERIAL#: PL REP 230085

If Contractor becomes aware during the term of this Agreement that the Contractor is not in
comphance with this paragraph, Contractor shall notify the County within five business days after
becoming aware of the noncompliance. [f 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 Hs noncomptiance, then the agreement terminates, except that if the agrccment
termination date occurs before the end of the E8O-day period, the agreement terminates on the
apreement termiation date.

CONTRACTOR LICENSE REQUEREMENT;

The Contractor shall procure alf perinits, insurance, licenses and pay the charges and fecs necessary
ad incidental to the lawful conduct of hissher business, and as necessary conrplcic any required
ceitification requirements, required by any and ail goveramental or non-governmental entities as
mandated to maintain comphance with and in good standing for all permits and/or Jicenses. ‘ihe
Contractor shall keep Fully informed of existing and fimnere trade or industry requirements, Federal,
State and Local Jaws, ordinances, and reguiations which in any manner affcet the fulfillment of a
Contract and shall comply with the same. Contractor shall imnicdialely notify both Office of
Procurement Services and the Pepartnent of ali changes concerning permils, insurance, or liceases.

SUBCONTRACTING:

4.15.1 The Contractor may not assign to another contacter or subcontract to another party for
performance of the terms and conditions hereof without the written consent of the County.
Al correspondence authorizing subcontracling must reference the Contract Number and
identify the fob project.

4.15.2 The Subcontractor’s rate for the job shatt not exceed that of the Prime Contractor's rate, ax
bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates,
or the County has approved the increase. The Subcontractor’s invoice shall be invoieced
divectly to the Prime Contractor, who in tum 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.

AMENDMENTS:

All amendments to this Contract shall be in writing and approved/signed by both parties, The
designated Procivement Officer shatl be responsible for approving alf amendments for Maricopa
County.

ADDITHIONS/DULEHIONS OF REQUIREMENTS:

The County reserves the right to add and/or dejete materials and services to a Conlract, tf service
requirement is deleted, payment to the Contractor will be reduced proportionatcly to the amount of
service reduced in accordance with the bid price. If additional materials or scrvices are required
from a Contract, prices for such additions will be negotiated between the Contractor and the County.

SYRIC COMPLIANCE:

Acceptance by County of a perfonnance that is not in strict compliance with the terms of the
Contract shall not bc decmed to be 4 waiver of strict compliance with respect to all other terms of
the Contract.

VALIDITY:

The invalidity, in whole or in part, of any proviston of this Contract shali not void or affect the
validity af any other provision of the Contract.

SEVERABILITY:

Page 15 of 37

4.21

4.22

4.23

SERIAL: PH RFP 230085

‘The removal, in whole or in pari, of any provision of his Contract shall not void or affect the validity
of any ather provision of this Contract.

RIGHTS IN DATA:

The Caunty shalt have the use of dala and reports resulting from a Conteact without additional cost
or other restiction except as may be established by law oy applicable regulation. Rach Party shall
supply to the other Party, upon request, any available information that is cclcvant to a Contract and
to the performance thereunder.

NON-DESCRIMINA TION:

Contractor agrees to comply with ali provisions and requirements of Arizona Rxecutive Order 2009-
09 including flow down of all provisions and requirements to sny subcontractors. Executive Order
2009-09 supersedes Exceutive order 99-4 and amends Lixccutive order 75-5 and may be viewed and
downloaded at the Avizona State Library Research website
(htip/azmemory.azlibrary gov/edmy/singleitenrcollection/exccorders/id/6804ec/1} which — is
hereby incorporated into this contract as if set forth in full hercin, During the performance of itis
Contract, Contraclor shalt not discriminate against any employee, client, or any other individael in
any way because of thal person’s age, race, creed, colur, religion, sex, disability, or national origin,

CERTIFICATION REGARDING DEKBARMENT ANID SUSPENSION:

4.23.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the
best of his or her knowledge and bcticf that the Contractor, it’s current officers and
dwectors;

4.23,,| ave not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily cxchided from being, awarded any contracl or grant by
any United States Depariment or Agency or any state, or focal jurisdiction;

4.23.1.2 have not within three (3) year period preceding this Contract;

4.23.1.2.1 been convieled of fraud or any criminal offense in connection with
obtaining, altcmpling ta obtain, or as the result of performing a
government entity (Federal, State, or local) transaction or contract; and

4.23.1.2.2 been convicted of violation of any Mederal or State antitrust statues or
conviction for embezzlement, theft, forgery, bribery, falsification or
destruclion of records, making false statements, or receiving stolen
properly rezarding a government enuity transaction or contract;

4.23.1.2.3 are not presently mdicted or criminally charged by a government
tnlily (Federal, State or local) with commission of any criminal
offenses in conection with obtaining, atlempting {o obtain, or as the
result of performing @ government entity public (Federal, State or
focal) transaction or contract; and arc not presently facing any civil
charges from any governmental enlily regarding obtaining, attempting
to obtain, or fom performing any guvernmental entity contract or
other transaction; and have not withia a lhrec (3) year period preceding
this Contact had any public transuction (Federat, State or locaf}
terminated for cause or default.

4.23.1.3 Hany of the above circunnstauces described in the paragraph are applicable to the

tniily submiiting a bid for this requirement, include with your bid an explanation
of the mralicr incheding any firal resolution.

Page 16 of 37

4.24

425

4.26

SERIAL #; PIT REP 230885

4.23.2 ‘the Contractor shall inctudc, wihouwl modification, this clause in aif lewer tier covered
transactions (Lt., iransactions with Subcontractors) and in aii solicitations for lower tier
covered trans#elions related to this Contract,

VERIFICA'HION REGARDING COMPLIANCE WITH A.R.S, §41-440[ AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:

4.24.1 By entering into the Contract, the Contractor watrants compliance with the Immigration and
Nationality Act (INA using F-verify) and all other Federal immigration laws and regulations
related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor
shail obtain statements from its subcontractors certifying compliance aud shall furnish the
stalcincnts to the Procurement Officer upon request. These warranties shafl remaii i cffeel
through the term of the Contract. The Contractor and its subcoutractors shail also maintain
Employment Fligibility Veriftcation forms (I-9) as required by the imuiigration Reform and
Control Act of 1986, as amended from time to tine, for alf etnployees performing work under
the Contract and yenfy employee conipliance using the L-verify system and shalt keep a
record of the verification for the duration of the employee's employment or at least three (3}
years, whichever is longer. [-? forms are available for download at USCIS.GOY.

4.24.2 The County retains the legal right to inspect Contractor and subcontractor cnmployee
documents performing work under this Contract to verify complianee with paragraph 4.24.1
of this Section, Contractor and subconiractor shall be given reasonable notice of the County’s
hitent to spect and shail make the documents available at (he 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 faw, including, but not limited to; suspension of work,
tennination of the Contract for default, and suspension and/or dcbarment af the Contractor.
Alf costs necessary to verify compliance are the responsthility of the Contractor,

INFLUENCE:

As prescribed in MC1-1203 of the Maricopa Cuunty Procurement Code, any effort to influeice an
employee or agent to breach the Maricopa County Ethical Cade af Conduct or any ethical conduct
may be grounds for Disbarment or Suspeasion uncer MCE-902,

An attempt £6 triflucnive inctudes, but is not limited to:

4.25.1 A Person offcring or praviting a gratuity, sift, lip, present, donation, money, entertainment
or cducalional passes or Lickets, or any type of yaluable contribution or subsidy,

4.25.2 Thal is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.

Ifa Person attempis to influence any employee or agent of Maricopa County, the Chief Procurement
Offteve, or his clesipnee, reserves the right to seek ay remedy provided by the Maricopa County
Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.

CONTRACTOR EMPLOYRE WIHSTLEBLOWER RIGHTS AND REQUIREMENT FO
ENFORM EMPLOYEES OF WHISTLERBLOWER RIGH?S:

4.26.) The Parties agree that this Contract and employees working on this Contract will be subject
to the whistleblower rights and remedies in the pilot programm on Contractor employce
whistlelbiower protections established at 41 U.S.C. § 4712 by section $28 of the Natiouat
Defense Authorization Act tor Fiscal Year 2013 (Pub. L. 112-239) and section 3.988 of
the Federal Acquisition Regulation,

4.26.2 Contractor shali inform us employees in writing, m@ the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C, § 4712, as
descrihed in section 3.908 of the Federal Acquisition Regulation. Docttmentation of such

Pape 17 of 37

4.27

4.28

4.29

4.30

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emptoyce notification mast be kept on file by Contractor and copies provided to County
upon request.

4.26.3 Contractor shail insert the substance of this clause, including this paragraph, in alt
subcontracts over the simplified acquisition threshold ($156,000 as of September 2015).

UNIFORM ADMINISTRATIVE REQUIREMENTS:

Ly entering into this Contract, Contractor agrees to comply with al! applicable provisions of Tite
2, Subtitle A, Chapter 1£, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST
PRINCIPLES, AND AUDET RUQUIREMENTS FOR FEDERAL AWARDS contained in Title 2
C.FLR. § 200 et seq.

ACCESS TO ANP RETENTION OF RECORDS FOR THE PURPOSE OF AUDIF AND/OR
OTHER REVIEW:

4.28.4 In accordance with scetion MC1-371 of the Maricopa County Procurement Code the
Contractor agrees to retain (physical or digital copies of} alt hooks, records, accounts,
statements, reports, flies, and other records and back-up documentation relevant to this
Contract for six (G) years aller [inal payment or antil after the resolution of any audit
questions which could be more than six (6) years, whichever is latest. ‘Phe County, Federal
or State auditors anc any other persons duly authorized by the Department shail have full
access to, and the right to examine, copy and make use of, any ancl ail saict malerials.

4.28.2 Il the Contractor’s books, records, accounts, statements, reports, files, and other records
and back-up documentation relevant 1 this Contract are not sufficient to support and
document that requested serviees were provided, the Contractor shall reimburse Maricopa
County for the services not so adtcquatcly supported aud documented.

ALIDIT DISALLOWANCHS:

If at any time il is determined by the County that a cost for which payment has been made is a
disaltowed cust, the County shall notify the Contractor in writing of the disallowance, The course
of action to address the disallowance shalt be at sole discretion of the County, aad may include
either an adjuslmert to future invoices, requesi for credit, request for a check or a deduction from
ciuFent 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.

OFFSET FOR DAMAGES:

ln addition to alf other remedies at Law or Equity, the Counly may offset from any money due to
the Contractor any amounts Contractor owes fo the County Jor darnages resulting from breach or
deficiencies in performances 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. ‘This provision establishes dic Cantractor’s obligation
regarding such information.

‘The Contractor shail establish and maintain procedures and controls Ural are adequate to assure that
no information contained in its records and/or obtained from the County or from others in carrying
oit its functions (serviccs) under the Coutract shall be used by or discluscd by i, its agents, officers,
or employees, except as required te efficiently perform duties under the Contract. ‘The Contractor's
procedares and controls at a minamum nist be the same procedures aad controls it uses to protect
its own proprictary or confidential information. Ff, at any time during the duration of the Contract,
the County determines that the procedures and controls in plaice arc not adequate, the Contractor

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SERIAL#: PH RII 230085

shali institute any new and/or additional measures requested by the County within fifteen {15}
calendar days of the wrilten request to do so.

Any requests {o the Contractor for Comty proprietary or conficential information shall be referred
te the County for review and approval, prior to any dissemination,

4.32 PUBLIC RECORDS:

Under Arizona jaw, aif Offers submitted and opened are public records and must be relained by the
Records Manager at the Office of Procurement Services. Offers shall be open to public inspection
and copying after Contract award and execution, except for such Offers ar scetions thercof
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 faw, the Offeror shail indicate the specific
information deemed confidential or propriciary and submit a statement with its offer detailing the
reasons that the information should not be disclosed. Such reasons shail include the specific hann
or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement
Services shatl determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.

43 INTEGRATION:

This Contract represents the entire and integrated agreement between the parties and supersedes ali
prior negotialions, proposals, cemmrmications, understandings, representations, or agreements,
whether oral or written, express or implied.

4.34 RELATIONSHIPS:

4.34.1 In the perlormance of the services described herein, the Contractor shall act solely as an
Independent Contractor or Subrecipient, and nothing hercin or implied kerein shail at any
time be construed as to create the relationship of emplayer and employee, co-employee,
partnership, principal and agent, of joint venture between the County and the Contractor.

4.342 For Task Order vontracts: ‘Fhe County reserves the right of final approval on proposed staff
for all services perforined. Also, npon request by the County, the Contactor shall be
required to remove any employees working on County projects and substitute personnel
based on the discretion of the County within two (2) business days, unless previously
approved by the Cortnty.

4.35 GOVERNING LAW:

‘This Contract shall be governed hy the laws of the State of Arizona. Venue for any actions or
lawsuits involving this Contract will bc in Maricopa Connty Superior Court, Phoenix, Arizona.

4.36 ORDER OF PRECEDENCE:

In the event of a conflict in the provisions of tis Contract and Contractor's proposed initial or best
and final response to the solicitation, the terms of this Contract shall prevail.

INSTRUCTEONS TO RESPONDENTS: (Please uote thai this Section docs not become part

of any resultant caniract.)

Proposers arc solely responsible for submitting proposals, and any modifications or withdrawals, to be
received al the lane and designated location required by the solicitation (RiP, or any other solicitation

natice),

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SERIATL#: PH REP 230085

Any proposal, modiffeation, or withdrawal received after the dexignaled time is “late” and wil be rejected
and shail not be evaluated per Paragraph MC{-320 of the Maricopa County Procurement Code,

5.1

$2

SCHEDULE OF EVENTS:

Reyuest for Proposats Issued:

Dextline tor written questions is 2:60 P.M. Phocnix Fine (M.S.T.}, December 27, 2022. Alt
questions and answers shall be posted to (hitps://www-periscaneholdings.coni/s2p) under the
Q&A's tab for the solicitation and must be received by the end of business, 2:00 PM Phoenix thc
(M.S,T.}

Proposals Opening Date: January 9, 2023

Deadline for subinisston of proposals is 2:4) P,M,, Phoenix Time (M.8.1.), on January 9, 2023.
Ali proposals must be received before 2:00 P.M., Phoenix. Time (M.S.T.}, on the date above via
https:/Awww.periscopcholdings conts22,

Proposed selection and negotiation: January ? - January 13,2023
Proposed Best & Vinal (if rcyuired} Fanuary $3 — January 20, 2023 _
Proposed award of Contract: February 1.2023 _

Aili responscs to this Request for Proposal become the property of Maricupa County and {other thar
pricing} will be held confidential, to the extent permissible by law. ‘The County will not be held
accountable if material from proposal responses is obtained without the written consent of the
Respondent by purlies other than the County.

INQUIRIES AND NOTICES:

All inquiries conceming information herein shatl be addressed to:
Maricopa County Department of Public Health

Ata; Procurement

4041 N, Central Avemre, #1400

Phoenix, AZ 85012

Achninistrative telephone inquiries shall be addressed ta:

Chery] Bucaio, Purchasing & Contracts Supervisor, 602 506-6886
Cheryl Bucato”Maricopa.goy

Inguizies may be submitted by telephone bul must be followed up in writing. No oral
communication is binding on Maricopa County.

INSTRUCTIONS VOR PREPARING AND SUBMITTING PROPOSALS:

Respondents shall submit their proposals clectronicaliy via Periscope $2G/BidSync in accordance
with Section 5,5 as follows:

5.3.6  Responcents shall upload their response in one single document as a PDE or Word file,

3.3.2 in the event that dhe Respondent would like to request that certain sections be held
confidential, they need to identify which portion{s) both cleurty and listed separatety.

Page 20 of 37