260127-CONTRACT.PDF

SERIAL 260127-C ASPHALT, EMULSIFIED OIL, AND PETROLEUM RESIN
LAST REVISION: September 30, 2026 CONTRACT END: September 30, 2028
CONTRACT PERIOD THROUGH SEPTEMBER 30, 2028
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for ASPHALT, EMULSIFIED OIL, AND PETROLEUM RESIN
Attached to this letter is published an effective purchasing contract for products
and/or services to be supplied to Maricopa County activities as awarded by Maricopa
County on September 30, 2026 (Eff. 10/01/2026).
All purchases of products and/or services listed on the attached pages of this letter
are to be obtained from the vendor holding the contract. Individuals are responsible to
the vendor for purchases made outside of contracts. The contract period is indicated
above.
KH/mm
Attach
Copy to: Office of Procurement Services
Martie Billings, MCDOT
(Please remove Serial 200201 -C from your contract notebooks)

SERIAL # 260127-C
MUSGROVE ENTERPRISES LLC DBA SEALMASTER ARIZONA, 2003 W MCDOWELL RD,
PHOENIX, AZ 850009
COMPANY NAME: MUSGROVE ENTERPRISES LLC
DOING BUSINESS AS (dba): SEALMASTER - ARIZONA
MAILING ADDRESS: 2003 W. MCDOWELL RD. PHOENIX AZ 85009
REMIT TO ADDRESS: 2003 W. MCDOWELL RD. PHOENIX AZ 85009
TELEPHONE NUMBER: (602) 253-4660
WWW ADDRESS: sealmaster.net
CONTACT NAME: Garrett Knoll
CONTACT TELEPHONE NUMBER: 602-550-9504
CONTACT EMAIL ADDRESS: garrettk@sealmasteraz.com
UNIQUE ENTITY IDENTIFIER (UEI) XC83ULJNLRH3
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO
X
PURCHASE FROM THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: X
Section 1 - Core Materials and Services
Item No. Unit
Description Est. Qty UOM Price Total
Petroleum Oil Based Emulsion per
MAG 718.1 - Asphalt rejuvenating
agent, such as OptiPave or equal,
shall be an emulsion composed of a
petroleum resin base uniformly
1.1 emulsified with water. 1000 Ton $624 $624,000
Petroleum Hydrocarbon Emulsion per
1.2 MAG 718.1 50 Ton $0
Acrylic Polymer Modified Emulsion
per MAG 718.1 diluted to the
1.3 manufacturer's recommendation 50 Ton $0
Polymer Modified Rejuvenating
1.4 Emulsion per MAG 718.1 100 Ton $0
Tire Rubber Modified Surface Sealer
per MCDOT Supplement to MAG
718.1 Color: Black; MAG 334 Type C
(Filled; asphalt sealer such as TRMSS
1.5 or equal for preservative seal) 1000 Ton 664 $664,000

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MUSGROVE ENTERPRISES LLC DBA SEALMASTER ARIZONA
Emulsified Asphalt (Slow Setting SS-
1 Tack Oil) per MAG 713 for tack coat
applications on bituminous paved
1.6 surfaces. 1,800 Gallon 4.15 $7,470
1.7 Heated Water 25,000 Gallon 0 $0
1.8 Storage Tanker Daily Rental Day $150 $0
Transport Delivery/Standby Hourly
Charge - To be charged when
mutually agreed that County is
1.9 responsible for transport delay. 1 Hour 142.5 $143
Tank Cleaning – Internal and External
1.10 (Semi-Annual) 2 Service 13000 $26,000
Discount Pricing Instructions
*Discounts shall apply to the
contractor’s current commercial
catalog, published price list, or MSRP
for related products not specifically
identified in Section 1. Contractor
shall provide supporting catalog or
pricing documentation upon request.
Maricopa County reserves the right to
determine whether requested items
are within the scope of this contract.
Section 2 - Specialty Pavement Preservation Products
Discount % Off
Item No. Description Catalog/List Price
Polymer-Modified Asphalt Emulsion Sealer (e.g.,
2.1 PMM or equal) 13%
Pavement Rejuvenator/Preservation Coating (e.g.,
2.2 Liquid Road or equal) 0%
2.3 Patching Emulsion/Cold Patch Additive 0%
2.4 Specialty Pavement Preservation Products 0%

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MUSGROVE ENTERPRISES LLC DBA SEALMASTER ARIZONA
Section 3 - Related Products and Equipment Discounts
Discount % Off
Item No. Description Catalog/List Price
3.1 Related Asphalt / Emulsion Products __0__ %
3.2 Related Patching Materials __0__ %
3.3 Related Application Equipment __0__ %
3.4 Related Replacement Parts / Accessories __0__ %
PRICING SHEET: 74508
Terms: NET 30DAYS
Vendor Number VC0000008314
Certificates of Insurance Required
Contract Period: To cover the period ending September 30, 2028.


SERIAL # 260127-C
ASPHALT, EMULSIFIED OIL, AND PETROLEUM RESIN
1.0 INTENT
1.1 Maricopa County Department of Transportation (MCDOT) is seeking to
award one or more contracts to qualified suppliers for asphalt, emulsified
oil, and petroleum resin, as defined herein.
1.2 Other governmental entities under agreement with Maricopa County
(County) may have access to services provided hereunder (see also
Sections 3.19 and 3.20 below).
1.3 The County reserves the right to add additional contractors, at the County’s
sole discretion, in cases where the currently listed contractors are of an
insufficient number or skill set to satisfy the County’s needs or to ensure
adequate competition on any project or task order work.
1.4 The County reserves the right to award this contract to multiple vendors.
The County reserves the right to award in whole or in part, by item or group
of items, by section or geographic area, or make multiple awards, where
such action serves the County’s best interest.
2.0 SPECIFICATIONS
2.1 Contractor shall supply asphalt, emulsified oil, and petroleum resin in
amounts to be specified on purchase orders received from MCDOT, and at
a time and place communicated via email by MCDOT.
2.2 Contractor shall maintain a staffed operational facility, terminal, or
distribution point within the Phoenix metropolitan area capable of
supporting MCDOT operational needs, including timely material pickup and
delivery. Preference may be given to facilities that provide reasonable
proximity to MCDOT operational locations, including the Durango
Operations Yard located at 2901 West Durango Street, Phoenix, Arizona
85009.
2.3 PRESERVATIVE SEAL MATERIALS
2.3.1 Contractor shall have the capability to provide the asphalt,
emulsified oil, and petroleum resin so as to conform to the
following Maricopa Association of Governments (MAG)
specifications:
2.3.1.1 MAG 334 Type C (“Filled” asphalt sealer for preservative
seal per MAG 718)

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2.3.1.2 MAG 333 “Other” (Fog Seal Coats, SS-1h for Tack Coat
per MAG 713).
2.3.2 Contractor shall agree that should the County return any material,
other than rejected material that does not meet MAG
specifications, the County shall be credited at the same rate paid
for the material. For materials delivered by the Contractor, the
Contractor shall be responsible for pickup of materials rejected or
returned by the County. All rejected materials shall be returned to
the supplier.
2.4 HEATED WATER
2.4.1 Contractor shall maintain operational heated water capabilities at
the same facility/location where emulsified products are stored. A
minimum of 100 gallons of heated water shall be continuously
available during normal operating hours of 5:00 a.m. to 3:30 p.m.
Monday through Friday, excluding holidays at a minimum
temperature of 130 degrees Fahrenheit. Contractor shall be
responsible for maintaining backup equipment, contingency
measures, or alternate facilities sufficient to prevent disruption of
County operations due to equipment failure or service interruption.
Such backup capabilities shall be provided at no additional cost to
the County until normal operations are restored.
2.5 TANK CLEANING SERVICES
2.5.1 Contractor shall provide both internal and external tank cleaning
services for MCDOT vehicles and equipment, including removal of
residual asphalt and related materials. Services may include
cleaning of tanks, spray bars, nozzles, screens, pumps, valves, and
associated mechanical components.
2.5.2 Cleaning procedures and materials shall be consistent with
applicable manufacturer recommendations and industry best
practices to prevent damage to County equipment.
2.5.3 Tank cleaning services are typically performed during winter
months or other operational downtime periods, as coordinated
with MCDOT.
2.6 CONTRACTOR REQUIREMENTS
2.6.1 Contractor must be appropriately licensed to carry out the terms of
the contract and shall abide by any and all Federal, state, and local
laws and regulations as pertains to the providing materials as
described herein.

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2.6.2 Contractor shall be fully responsible for the delivery of materials
requested by MCDOT. If the contractor utilizes third-party delivery
providers, such providers shall be subcontractors of the contractor,
and the contractor shall remain fully responsible for all deliveries
and compliance with contract requirements.
2.7 WAREHOUSE/DISTRIBUTION CENTER
2.7.1 The contractor shall have access to a local warehouse/distribution
center(s) within the Phoenix, Arizona metropolitan area and be
capable of providing the materials specified herein at the time of
bid submission.
2.7.2 Contractor shall have storage facilities in the Phoenix metropolitan
area where the County may use their own equipment to pick up
reasonable and minimum quantities of contract materials, as
needed, from 5:00 a.m. to 5:00 p.m. MST Monday through
Saturday, excluding County observed holidays.
2.7.3 Contractor shall provide certified scales and a certified weigh
master at its storage facility.
3.0 PURCHASING REQUIREMENTS
3.1 DELIVERY
3.1.1 Delivery is desired as soon as possible, and details shall be
stipulated on the purchase order. Contractor shall notify the County
representative listed on the purchase order if the requested
delivery date and/or the anticipated lead time cannot be met.
Failure to communicate to County changes in the order status may
result in default proceedings.
3.1.2 Supplies or equipment shall be delivered between the hours of 5:30
a.m. and 4:00 p.m. Mountain Standard Time (MST), Monday
through Friday, except on County recognized holidays.
3.1.3 Contractor personnel and delivery drivers entering County
operational facilities shall comply with all applicable MCDOT
safety requirements, including the use of appropriate personal
protective equipment (PPE), as directed by County staff or site-
specific safety protocols.
3.1.4 Maricopa County retains the right to cancel orders or delivery at
any time in event of inclement weather or other emergency, in
which case contractor shall then deliver the specified materials to

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the County at a new time, as designated by the County, at no
additional cost to the County.
3.1.5 Delivery shall be F.O.B. Destination Freight Prepaid.
3.2 EXPEDITED DELIVERY
3.2.1 If the department determines that expedited delivery or other
alternate shipping is required, it shall notify the contractor. The
contractor shall determine any additional costs associated with
such delivery terms and communicate that cost to the department.
3.2.2 The department shall not authorize the contractor to proceed with
an expedited shipment until the Maricopa County Public Works
Superintendent has approved the expedited shipment, the
additional costs are agreed upon, and a purchase order is issued.
The approving superintendent's name shall appear on the packing
slip and invoice.
3.2.3 Upon receipt of material(s) and invoicing, the department shall
ensure that any additional charges are in compliance with and do
not exceed agreed to costs. The department shall retain all
documents related to these costs within the agency purchase file.
3.3 SHIPPING DOCUMENTS
A packing list or other suitable shipping document shall accompany each
shipment and shall include the following:
3.3.1 Contract serial number
3.3.2 Contractor’s name and address
3.3.3 Department name and address
3.3.4 Department purchase order number
3.3.5 A description of product(s) shipped, including item number(s),
quantity(ies), number of containers and package number(s), as
applicable
3.4 SHIPPING TERMS
Bid price(s) and terms shall be F.O.B. Destination Freight Prepaid at the
location(s) stipulated on the purchase order. All delivery locations are within
Maricopa County.

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3.5 SAMPLES
The contractor may be requested to furnish samples of material(s) bid to
allow for examination by the County. Any materials requested shall be
furnished within 10 working days from the date of request and furnished at
no cost to the County and sent to the address designated in the requesting
correspondence.
3.6 TESTING
Unless otherwise specified, materials purchased will be inspected by the
department to ensure the materials meet the quality and quantity
requirements of the specifications. When deemed necessary by the County,
samples of the materials may be taken at random from stock received for
submission to a commercial laboratory or other appropriate agency for
analysis and tests to determine whether the materials conform in all
respects to the specifications. In cases where commercial laboratory
reports determine that the materials do not meet the specifications, the
expense of such analysis shall be borne by the contractor.
3.7 ACCEPTANCE
Upon delivery and successful installation, the material(s) shall be deemed
accepted, and the warranty period shall begin. Successful installation shall
be defined as a) the material(s)/equipment is installed (as necessary) and
fully operational; and b) initial training, if any, is complete. All
documentation shall be completed prior to final acceptance.
3.8 STOCK
The contractor shall be expected to stock sufficient quantities as may be
necessary to meet the County’s needs and deliver as stated in the Invitation
for Bids.
3.9 DISCONTINUED MATERIALS
3.9.1 In the event that a manufacturer discontinues materials, the County
may allow the contractor to provide a substitute for the
discontinued item or may cancel the contract. If the contractor
requests permission to substitute a new material, the contractor
shall provide the following to the County:
3.9.1.1 Documentation from the manufacturer that the material
has been discontinued.
3.9.1.2 Documentation that names the replacement material.

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3.9.1.3 Documentation that provides clear and convincing
evidence that the replacement material meets or
exceeds all specifications required by the original
solicitation.
3.9.1.4 Documentation that provides clear and convincing
evidence that the replacement material will be
compatible with all the functions or uses of the
discontinued material.
3.9.1.5 Documentation confirming that the price for the
replacement is the same as or less than the discontinued
material.
3.9.2 Material discontinuance applies only to those materials
specifically listed on any resultant contract. This will not apply to
catalog items not specifically listed on any resultant contract.
3.10 WARRANTY
3.10.1 All items furnished under this contract shall conform to the
requirements of this contract and shall be free from defects in
design, materials, and workmanship.
3.10.2 The warranty period for workmanship and materials shall be for a
minimum initial period of 12 months and commence upon
acceptance by County per Section 3.7- Acceptance.
3.10.2.1 The contractor shall indicate on the price sheet the
duration of the warranty and any applicable limitations
or conditions which may apply.
3.10.2.2 The contractor agrees that it will, at its own expense,
provide all labor and parts required to remove, repair, or
replace, and reinstall any such defective workmanship
and/or materials which becomes or is found to be
defective during the term of this warranty. The
contractor shall guarantee the equipment to be supplied
complies with all applicable regulations.
3.11 MAINTENANCE
The contractor shall provide maintenance for the materials under this
contract upon acceptance of materials by the department.

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3.12 ORDER CUTOFF INFORMATION
3.12.1 Contractors submitting bids shall advise the County of all known
order cutoff dates/times for the equipment/product(s) specified in
this solicitation at the time of bid submission. Notification of any
subsequent cutoff date(s)/time(s) (learned after submission of
bid) shall also be the contractor’s responsibility. The contractor
shall advise the County of subsequent cutoff date(s)/time(s) by
notifying the procurement officer, in writing, of the new
information.
3.12.2 If the item(s) become no longer available, contractor shall notify
County of the last available ordering date for the item(s) and may
provide County with alternative item(s) that the County may elect
to purchase at its option. If the alternative item(s) do not meet the
County’s requirements, County may take action including
termination of this contract for convenience per Section 4.15 –
Termination for Convenience.
3.13 ORDER LEAD-TIME NOTIFICATION
3.13.1 Contractors submitting bids shall advise the County of lead-time(s)
for the required items specified in this solicitation at the time of bid
submission. Notification of any changes to lead time (learned after
submission of bid) shall also be the contractor’s responsibility. The
contractor shall also notify all County representatives included on
purchase orders of lead-time information.
3.14 USAGE REPORT
The contractor shall furnish the County with a usage report, upon request,
delineating the acquisition activity governed by the contract. The format of
the report shall be approved by the County and shall disclose the quantity
and dollar value of each contract item by individual unit of measure.
3.15 BACKGROUND CHECK
Bidders/proposers may be required to pass multiple background checks
(e.g. Sheriff’s Office, County Attorney's Office, Courts, as well as Maricopa
County general government) to determine if the respondent is acceptable
to do business with the County. This applies to, but is not limited to, the
company, subcontractors, and employees.
3.16 INVOICES AND PAYMENTS
3.16.1 The contractor shall submit one legible copy of their detailed
invoice before payment(s) will be made. Incomplete invoices will

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not be processed. At a minimum, the invoice must provide the
following information:
• Company name, address, and contact information
• County bill-to name and contact information
• Contract serial number
• County purchase order number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Quantity (number of days or weeks)
• Contract item number(s)
• Arrival and completion time
• Description of purchase (product or services)
• Pricing per unit of purchase
• Extended price
• Freight (if applicable)
• Mileage with rate (if applicable)
• Total amount due
3.16.2 Labor, services, and maintenance must be billed as a separate line
item.
3.16.3 Problems regarding billing or invoicing shall be directed to the
department as listed on the purchase order.
3.16.4 Payment will only be made to the contractor by Accounts Payable
through the Maricopa County Vendor Express Payment Program.
This is an Electronic Funds Transfer (EFT) process. After contract
award, the contractor shall complete the Vendor Registration Form
located on the County Department of Finance Vendor Registration
website (https://www.maricopa.gov/5169/Vendor-Information).
3.16.5 Discounts offered in the contract shall be calculated based on the
date a properly completed invoice is received by the County.
3.16.6 EFT payments to the routing and account numbers designated by
the contractor shall include the details on the specific invoices that
the payment covers. The contractor is required to discuss
remittance delivery capabilities with their designated financial
institution for access to those details.
3.17 APPLICABLE TAXES
3.17.1 It is the responsibility of the contractor to determine any and all
applicable taxes and include those taxes in their proposal. The
legal liability to remit the tax is on the entity conducting business

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in Arizona. Tax is not a determining factor in contract award.
3.17.2 The County will look at the price or offer submitted and will not
deduct, add, or alter pricing based on speculation or application of
any taxes, nor will the County provide contractor any advice or
guidance regarding taxes. If you have questions regarding your tax
liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at
https://www.azdor.gov/Business.aspx. Once your bid is
submitted, the offer is valid for the time specified in this
solicitation, regardless of mistake or omission of tax liability. If the
County finds overpayment of a project due to tax consideration
that was not due, the contractor shall be liable to the County for
that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes
included in a bid price.
3.17.3 Tax Indemnification: Contractor and all subcontractors shall pay all
Federal, state, and local taxes applicable to their operation and any
persons employed by the contractor. Contractor shall, and require
all subcontractors to, hold Maricopa County harmless from any
responsibility for taxes, damages, and interest, if applicable,
contributions required under Federal and/or state and local laws
and regulations, and any other costs including: transaction
privilege taxes, unemployment compensation insurance, Social
Security, and Workers’ Compensation. Contractor may be required
to establish, to the satisfaction of County, that any and all fees and
taxes due to municipality or the State of Arizona for any license or
transaction privilege taxes, use taxes, or similar excise taxes are
currently paid (except for matters under legal protest).
3.18 POST AWARD MEETING
The contractor may be required to attend a post-award meeting with the
department to discuss the terms and conditions of this contract. This
meeting will be coordinated by the procurement officer of the contract.
3.19 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)
The County is a member of the SAVE cooperative purchasing group. SAVE
includes the State of Arizona, many Phoenix metropolitan area
municipalities, and many K-12 unified school districts. Under the SAVE
Cooperative Purchasing Agreement, and with the concurrence of the
successful respondent under this solicitation, a member of SAVE may
access a contract resulting from a solicitation issued by the County. If
contractor does not want to grant such access to a member of SAVE, state
so in the bid. In the absence of a statement to the contrary, the County will

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assume that contractor does wish to grant access to any contract that may
result from this bid. The County assumes no responsibility for any
purchases by using entities.
3.20 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS
(ICPAs)
County currently holds ICPAs with numerous governmental entities. These
agreements allow those entities, with the approval of the contractor, to
purchase their requirements under the terms and conditions of the County
contract. It is the responsibility of the non-County government entity to
perform its own due diligence on the acceptability of the contract under its
applicable procurement rules, processes, and procedures. Certain
governmental agencies may not require an ICPA and may utilize this
contract if it meets their individual requirements. Other governmental
agencies may enter into a separate Statement of Work with the contractor
to meet their own requirements. The County is not a party to any uses of
this contract by other governmental entities.
4.0 CONTRACTUAL TERMS & CONDITIONS
4.1 CONTRACT TERM
This Invitation for Bids is for awarding a firm fixed-price purchasing
contract to cover a term of two year(s).
4.2 OPTION TO RENEW
The County may, at its option and with the concurrence of the contractor,
renew the term of this contract up to a maximum of four additional year(s),
(or at the County’s sole discretion, extend the contract on a month-to-month
basis for a maximum of six months after expiration). The contractor shall
be notified in writing by the Office of Procurement Services of the County’s
intention to renew the contract term at least 60 calendar days prior to the
expiration of the original contract term.
4.3 CONTRACT COMPLETION
In preparation for contract completion, the contractor shall make all
reasonable efforts for an orderly transition of its duties and responsibilities
to another provider and/or to the County. This may include, but is not limited
to, preparation of a transition plan and cooperation with the County or other
providers in the transition. The transition includes the transfer of all records
and other data in the possession, custody, or control of the contractor that
are required to be provided to the County either by the terms of this
agreement or as a matter of law. The provisions of this clause shall survive
the expiration or termination of this agreement.

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4.4 PRICE ADJUSTMENTS
4.4.1 Any requests for reasonable price adjustments must be submitted
60 calendar days prior to the contract expiration. Requests for
adjustment in cost of labor and/or materials must be supported by
appropriate documentation. The reasonableness of the request
will be determined by comparing the request with the Consumer
Price Index or by performing a market survey. If County agrees to
the adjusted price terms, County will issue written approval of the
change and provide an updated version of the contract. The new
change shall not be in effect until the date stipulated on the
updated version of the contract.
4.4.2 In the event of any price increase is requested as the result of any
tariff that becomes effective during the performance of this
contract, the County may adjust the price based on a request from
the contractor that documents the additional price increase. If,
during the performance of this contract, any tariff-related price
increase is subsequently reduced or eliminated, the vendor shall
notify the County of the decrease and shall apply it accordingly for
remaining term of the contract. If the County finds over payment of
a project due to tariff reduction that was not due, the contractor will
be liable to the County for that amount, and by contracting with the
County agrees to remit any overpayments back to the County for
miscalculations on increases due to tariffs included in a bid price.
4.5 INDEMNIFICATION
4.5.1 To the fullest extent permitted by law, and to the extent that claims,
damages, losses, or expenses are not covered and paid by
insurance purchased by the contractor, the contractor shall defend,
indemnify, and hold harmless the County (as Owner), its agents,
representatives, officers, directors, officials, and employees from
and against all claims, damages, losses, and expenses (including,
but not limited to attorneys' fees, court costs, expert witness fees,
and the costs and attorneys' fees for appellate proceedings)
arising out of, or alleged to have resulted from, the negligent acts,
errors, omissions, or mistakes of the contractor, a subcontractor,
anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable relating to the performance of this
contract.
4.5.1.1 Contractor's duty to defend, indemnify, and hold
harmless the County, its agents, representatives,
officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that

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is attributable to bodily injury, sickness, disease, death,
or injury to, impairment of, or destruction of tangible
property, including loss of use resulting therefrom,
caused by negligent acts, errors, omissions, or mistakes
in the performance of this contract, but only to the extent
caused by the negligent acts or omissions of the
contractor, a subcontractor, anyone directly or indirectly
employed by them, or anyone for whose acts they may
be liable, regardless of whether or not such claim,
damage, loss, or expense is caused in part by a party
indemnified hereunder.
4.5.1.2 The amount and type of insurance coverage
requirements set forth herein will in no way be construed
as limiting the scope of the indemnity in this section.
4.5.1.3 The scope of this indemnification does not extend to the
sole negligence of County.
4.6 INSURANCE
4.6.1 Contractor, at contractor’s own expense, shall purchase and
maintain, at a minimum, the herein stipulated insurance from a
company or companies duly licensed by the State of Arizona and
possessing an AM Best, Inc. category rating of B++. In lieu of State
of Arizona licensing, the stipulated insurance may be purchased
from a company or companies, which are authorized to do
business in the State of Arizona, provided that said insurance
companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
4.6.2 All insurance required herein shall be maintained in full force and
effect until all work or service required to be performed under the
terms of the contract is satisfactorily completed and formally
accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this contract.
4.6.3 In the event that the insurance required is written on a claims-made
basis, contractor warrants that any retroactive date under the
policy shall precede the effective date of this contract and either
continuous coverage will be maintained, or an extended discovery
period will be exercised for a period of two years beginning at the
time work under this contract is completed.
4.6.4 Contractor’s insurance will be primary insurance as respects
County, and any insurance or self-insurance maintained by County
will not contribute to it.

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4.6.5 Any failure to comply with the claim reporting provisions of the
insurance policies or any breach of an insurance policy warranty
shall not affect the County’s right to coverage afforded under the
insurance policies.
4.6.6 The insurance policies may provide coverage that contains
deductibles or self-insured retentions. Such deductibles and/or
self-insured retentions shall not be applicable with respect to the
coverage provided to County under such policies. Contractor shall
be solely responsible for the deductible and/or self-insured
retention and County, at its option, may require contractor to
secure payment of such deductibles or self-insured retentions by a
surety bond or an irrevocable and unconditional letter of credit.
4.6.7 The insurance policies required by this contract, except Workers’
Compensation and Errors and Omissions, shall name County, its
agents, representatives, officers, directors, officials, and
employees as additional insureds.
4.6.8 The policies required hereunder, except Workers’ Compensation
and Errors and Omissions, shall contain a waiver of transfer of
rights of recovery (subrogation) against County, its agents,
representatives, officers, directors, officials, and employees for any
claims arising out of contractor’s work or service.
4.6.9 If available, the insurance policies required by this contract may be
combined with Commercial Umbrella Insurance policies to meet
the minimum limit requirements. If a Commercial Umbrella
insurance policy is utilized to meet insurance requirements, the
Certificate of Insurance shall indicate which lines the Commercial
Umbrella Insurance covers.
4.6.9.1 Commercial General Liability
Commercial General Liability (CGL) insurance with a
limit of not less than $2,000,000 for each occurrence,
$4,000,000 Products/Completed Operations Aggregate,
and $4,000,000 General Aggregate Limit. The policy shall
include coverage for premises liability, bodily injury,
broad form property damage, personal injury, products
and completed operations and blanket contractual
coverage, and shall not contain any provisions which
would serve to limit third-party action over claims. There
shall be no endorsement or modifications of the CGL
limiting the scope of coverage for liability arising from
explosion, collapse, or underground property damage.

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4.6.9.2 Automobile Liability
Commercial/Business Automobile Liability insurance
with a combined single limit for bodily injury and property
damage of not less than $2,000,000 each occurrence
with respect to any of the contractor’s owned, hired, and
non-owned vehicles assigned to or used in performance
of the contractor’s work or services or use or
maintenance of the premises under this contract.
4.6.9.3 Workers’ Compensation
4.6.9.3.1 Workers’ Compensation insurance to cover
obligations imposed by Federal and state
statutes having jurisdiction of contractor’s
employees engaged in the performance of
the work or services under this contract; and
Employer’s Liability insurance of not less
than $1,000,000 for each accident,
$1,000,000 disease for each employee, and
$1,000,000 disease policy limit.
4.6.9.3.2 Contractor, its subcontractors, and sub-
subcontractors waive all rights against this
contract and its agents, officers, directors,
and employees for recovery of damages to
the extent these damages are covered by the
Workers’ Compensation and Employer’s
Liability or Commercial Umbrella Liability
insurance obtained by contractor, its
subcontractors, and its sub-subcontractors
pursuant to this contract.
4.6.9.4 Environmental/Pollution
Contractor shall maintain Commercial General Liability
Insurance (CGL) and, if necessary, Commercial Umbrella
Insurance with a limit of not less than $2,000,000 for
each occurrence with a $4,000,000 Products/Completed
Operations Aggregate and a $4,000,000 General
Aggregate Limit. The policy shall include coverage for
bodily injury, broad form property damage, personal
injury, products and completed operations,
environmental and pollution damage, and blanket
contractual coverage including, but not limited to, the

SERIAL # 260127-C
liability assumed under the indemnification provisions of
this contract.
4.6.10 Certificates of Insurance
4.6.10.1 Prior to contract award, contractor shall furnish the
County with valid and complete certificates of insurance,
or formal endorsements as required by the contract in
the form provided by the County, issued by contractor’s
insurer(s), as evidence that policies providing the
required coverage, conditions, and limits required by this
contract are in full force and effect. Such certificates
shall identify this contract number and title.
4.6.10.2 In the event any insurance policy(ies) required by this
contract is (are) written on a claims-made basis,
coverage shall extend for two years past completion and
acceptance of contractor’s work or services and as
evidenced by annual Certificates of Insurance.
4.6.10.3 If a policy does expire during the life of the contract, a
renewal certificate must be sent to County 15 calendar
days prior to the expiration date.
4.6.10.4 Certificates of Insurance shall identify Maricopa County
as the certificate holder as follows:
Maricopa County
c/o Risk Management
301 W Jefferson St, Suite 910
Phoenix, AZ 85003
4.6.11 Cancellation and Expiration Notice
Applicable to all insurance policies required within the insurance
requirements of this contract, contractor’s insurance shall not be
permitted to expire, be suspended, be canceled, or be materially
changed for any reason without 30 calendar days prior written
notice to Maricopa County. Contractor must provide notice to
Maricopa County, within two business days of receipt, if they
receive notice of a policy that has been or will be suspended,
canceled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed or hand
delivered to 301 W. Jefferson, Suite 700, Phoenix, AZ 85003, or
emailed to the procurement officer noted in the solicitation.

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4.7 FORCE MAJEURE
4.7.1 Neither party shall be liable for failure of performance, nor incur any
liability to the other party on account of any loss or damage
resulting from any delay or failure to perform all or any part of this
contract, if such delay or failure is caused by events, occurrences,
or causes beyond the reasonable control and without negligence
of the parties. Such events, occurrences, or causes include, but are
not limited to, acts of God/nature (including fire, flood, earthquake,
storm, hurricane, or other natural disaster), war, invasion, act of
foreign enemies, hostilities (whether war is declared or not), civil
war, riots, rebellion, revolution, insurrection, military or usurped
power or confiscation, terrorist activities, nationalization,
government sanction, lockout, blockage, embargo, labor dispute,
strike, and interruption or failure of electricity or
telecommunication service and pandemic.
4.7.2 Each party, as applicable, shall give the other party notice of its
inability to perform and particulars in reasonable detail of the
cause of the inability. Each party must use best efforts to remedy
the situation and remove, as soon as practicable, the cause of its
inability to perform or comply.
4.7.3 The party asserting Force Majeure as a cause for non-performance
shall have the burden of proving that reasonable steps were taken
to minimize delay or damages caused by foreseeable events, that
all non-excused obligations were substantially fulfilled, and that the
other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other
prudent precautions could be contemplated.
4.8 ORDERING AUTHORITY
Any request for purchase shall be accompanied by a valid purchase order
issued by a County department or directed by a Certified Agency
Procurement Aid (CAPA) with a purchase card for payment.
4.9 AVAILABILITY OF FUNDS
4.9.1 The provisions of this contract relating to payment shall become
effective when funds assigned for the purpose of compensating
the contractor as herein provided are actually available to County
for disbursement. The County shall be the sole judge and authority
in determining the availability of funds under this contract. County
will keep the contractor fully informed as to the availability of
funds.

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4.9.2 If any action is taken by any state agency, Federal department, or
any other agency or instrumentality to suspend, decrease, or
terminate its fiscal obligations under, or in connection with, this
contract, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this contract. In the event
of termination, County will be liable for payment only for services
rendered prior to the effective date of the termination, provided that
such services are performed in accordance with the provisions of
this contract. County will give written notice of the effective date of
any suspension, amendment, or termination under this section, at
least 10 days in advance.
4.10 PROCUREMENT CARD ORDERING CAPABILITY
County may opt to use a procurement card (Visa or Master Card) to make
payment for orders under this contract.
It is the intent of Maricopa County to use the Internet to communicate and
to place orders under this contract.
4.11 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
This contract does not guarantee any minimum or maximum purchases will
be made. Orders will only be placed under this contract when the County
identifies a need and proper authorization and documentation have been
approved.
4.12 PURCHASE ORDERS
4.12.1 County reserves the right to cancel purchase orders within a
reasonable period of time after issuance. Should a purchase order
be canceled, the County agrees to reimburse the contractor for
actual and documentable costs incurred by the contractor in
response to the purchase order. The County will not reimburse the
contractor for any costs incurred after receipt of County notice of
cancellation, or for lost profits, or for shipment of product prior to
issuance of purchase order.
4.12.2 Contractor agrees to accept verbal notification of cancellation of
purchase orders from the County with written notification to follow.
Contractor specifically acknowledges to be bound by this
cancellation policy.
4.13 SUSPENSION OF WORK
The procurement officer may order the contractor, in writing, to suspend,
delay, or interrupt all or any part of the work of this contract for the period

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of time that the procurement officer determines appropriate for the
convenience of the County. No adjustment shall be made under this clause
for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause,
including the fault or negligence of the contractor. No request for
adjustment under this clause shall be granted unless the claim, in an
amount stated, is asserted in writing as soon as practicable after the
termination of the suspension, delay, or interruption, but not later than the
date of final payment under the contract.
4.14 STOP WORK ORDER
4.14.1 The procurement officer may, at any time, by written order to the
contractor, require the contractor to stop all, or any part, of the work
called for by this contract for a period of 90 calendar days after the
order is delivered to the contractor, and for any further period to
which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon
receipt of the order, the contractor shall immediately comply with
its terms and take all reasonable steps to minimize the incurrence
of costs allocable to the work covered by the order during the
period of work stoppage. Within a period of 90 calendar days after
a stop work order is delivered to the contractor, or within any
extension of that period to which the parties shall have agreed, the
procurement officer shall either:
4.14.1.1 cancel the stop work order; or
4.14.1.2 terminate the work covered by the order as provided in
the Termination for Default or the Termination for
Convenience clause of this contract.
4.14.2 The procurement officer may make an equitable adjustment in the
delivery schedule and/or contract price, and the contract shall be
modified, in writing, accordingly, if the contractor demonstrates
that the stop work order resulted in an increase in costs to the
contractor.
4.15 TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by
providing 60 calendar days advance notice to the contractor.
4.16 TERMINATION FOR DEFAULT
4.16.1 The County may, by written Notice of Default to the contractor,
terminate this contract in whole or in part if the contractor fails to:

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4.16.1.1 deliver the supplies or to perform the services within the
time specified in this contract or any extension;
4.16.1.2 make progress, so as to endanger performance of this
contract; or
4.16.1.3 perform any of the other provisions of this contract.
4.16.2 The County’s right to terminate this contract under these
subparagraphs may be exercised if the contractor does not cure
such failure within 10 business days (or more if authorized in
writing by the County) after receipt of a Notice to Cure from the
procurement officer specifying the failure.
4.17 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to Arizona Revised Statute (A.R.S.) § 38-511,
the County may cancel any contract without penalty or further obligation
within three years after execution of the contract, if any person significantly
involved in initiating, negotiating, securing, drafting, or creating the contract
on behalf of the County is at any time, while the contract or any extension
of the contract is in effect, an employee or agent of any other party to the
contract in any capacity or consultant to any other party of the contract with
respect to the subject matter of the contract. Additionally, pursuant to
A.R.S. § 38-511, the County may recoup any fee or commission paid or due
to any person significantly involved in initiating, negotiating, securing,
drafting, or creating the contract on behalf of the County from any other
party to the contract arising as the result of the contract.
4.18 OFFSET FOR DAMAGES
In addition to all other remedies at Law or Equity, the County may offset
from any money due to the contractor any amounts contractor owes to the
County for damages resulting from breach or deficiencies in performance
of the contract.
4.19 CONTRACTOR LICENSE REQUIREMENT
4.19.1 Contractor shall procure all permits, insurance, and licenses and
pay the charges and fees necessary and incidental to the lawful
conduct of his/her business, and, as necessary, complete any
requirements, by any and all governmental or non-governmental
entities as mandated to maintain compliance with and remain in
good standing. The contractor shall keep fully informed of existing
and future trade or industry requirements, and Federal, state, and
local laws, ordinances, and regulations which in any manner affect

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the fulfillment of a contract and shall comply with the same.
Contractor shall immediately notify both Office of Procurement
Services and the department of any and all changes concerning
permits, insurance, or licenses.
4.19.2 Contractor furnishing finished products, materials, or articles of
merchandise that will require installation or attachment as part of
the contract shall possess any licenses required. Contractor is not
relieved of its obligation to obtain and possess the required
licenses by subcontracting of the labor portion of the contract.
Contractors are advised to contact the Arizona Registrar of
Contractors, Chief of Licensing, to ascertain licensing
requirements for a particular contract. Contractor shall identify
which license(s), if any, the Registrar of Contractors requires for
performance of the contract.
4.20 SUBCONTRACTING
4.20.1 The contractor may not assign to another contractor or
subcontract to another party for performance of the terms and
conditions hereof without the written consent of the County. All
correspondence authorizing subcontracting must reference the bid
serial number and identify the job or project.
4.20.2 The subcontractor’s rate for the job shall not exceed that of the
prime contractor’s rate, as bid in the Pricing Sheet, unless the prime
contractor is willing to absorb any higher rates. The
subcontractor’s invoice shall be invoiced directly to the prime
contractor, who in turn shall pass-through the costs to the County,
without mark-up. A copy of the subcontractor’s invoice must
accompany the prime contractor’s invoice.
4.21 AMENDMENTS
All amendments to this contract shall be in writing and approved/signed by
both parties. Maricopa County Office of Procurement Services shall be
responsible for approving all amendments for Maricopa County.
4.22 ADDITIONS/DELETIONS OF COMMODITIES
The County reserves the right to add and/or delete materials to a contract.
If additional materials are required from a contract, prices for such
additions will be negotiated between the contractor and the County.

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4.23 RIGHTS IN DATA
4.23.1 The County shall have the use of data and reports resulting from a
contract without additional cost or other restriction except as may
be established by law or applicable regulation. Each party shall
supply to the other party, upon request, any available information
that is relevant to a contract and to the performance thereunder.
4.23.2 Data, records, reports, and all other information generated for the
County by a third party as the result of a contract are the property
of the County and shall be provided in a format designated by the
County or shall be and remain accessible to the County into
perpetuity.
4.24 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT
AND/OR OTHER REVIEW
4.24.1 In accordance with Section MC1-372 of the Maricopa County
Procurement Code, the contractor agrees to retain (physical or
digital copies of) all books, records, accounts, statements, reports,
files, and other records and back-up documentation relevant to this
contract for six years after final payment or until after the
resolution of any audit questions, which could be more than six
years, whichever is longest. The County, Federal or state auditors
and any other persons duly authorized by the department shall
have full access to and the right to examine, copy, and make use
of, any and all said materials.
4.24.2 If the contractor’s books, records, accounts, statements, reports,
files, and other records and back-up documentation relevant to this
contract are not sufficient to support and document that requested
services were provided, the contractor shall reimburse Maricopa
County for the services not so adequately supported and
documented.
4.25 AUDIT DISALLOWANCES
If at any time it is determined by the County that a cost for which payment
has been made is a disallowed cost, the County will notify the contractor in
writing of the disallowance. The course of action to address the
disallowance shall be at sole discretion of the County, and may include
either an adjustment to future invoices, request for credit, request for a
check, or a deduction from current invoices submitted by the contractor
equal to the amount of the disallowance, or to require reimbursement
forthwith of the disallowed amount by the contractor by issuing a check
payable to Maricopa County.

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4.26 STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with
the terms of the contract shall not be deemed to be a waiver of strict
compliance with respect to all other terms of the contract.
4.27 VALIDITY
The invalidity, in whole or in part, of any provision of this contract shall not
void or affect the validity of any other provision of the contract.
4.28 SEVERABILITY
The removal, in whole or in part, of any provision of this contract shall not
void or affect the validity of any other provision of this contract.
4.29 RELATIONSHIPS
4.29.1 In the performance of the services described herein, the contractor
shall act solely as an independent contractor, and nothing herein
or implied herein shall at any time be construed as to create the
relationship of employer and employee, co-employee, partnership,
principal and agent, or joint venture between the County and the
contractor.
4.29.2 The County reserves the right of final approval on proposed staff.
Also, upon request by the County, the contractor will be required to
remove any employees working on County projects and substitute
personnel based on the discretion of the County within two
business days, unless a different time period was previously
approved by the County.
4.30 NON-DISCRIMINATION
Contractor agrees to comply with all provisions and requirements of
Arizona Executive Order 2009-09, including flow down of all provisions and
requirements to any subcontractors. Executive Order 2009-09 supersedes
Executive Order 99-4 and amends Executive Order 75-5 and is hereby
incorporated into this contract as if set forth in full herein. During the
performance of this contract, contractor shall not discriminate against any
employee, client, or any other individual in any way because of that person’s
age, race, creed, color, religion, sex, disability, or national origin. (Arizona
Executive Order 2009-09 can be viewed at
https://apps.azsos.gov/public_services/register/2009/46/governor.pdf).

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4.31 WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and
if this agreement has a value of $100,000 or more, vendor certifies it is not
currently engaged in, and agrees for the duration of this agreement to not
engage in, a boycott of goods or services from Israel. This certification does
not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued
pursuant to 50 U.S.C. § 4842.
4.32 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
4.32.1 The undersigned (authorized official signing on behalf of the
contractor) certifies to the best of his or her knowledge and belief
that the contractor, its current officers, and directors:
4.32.1.1 are not presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded
from being awarded any contract or grant by any United
States department or agency or any state, or local
jurisdiction;
4.32.1.2 have not within a three-year period preceding this
contract:
4.32.1.2.1 been convicted of fraud or any criminal
offense in connection with obtaining,
attempting to obtain, or as the result of
performing a government entity (Federal,
state, or local) transaction or contract; or
4.32.1.2.2 been convicted of violation of any Federal or
state antitrust statutes or conviction for
embezzlement, theft, forgery, bribery,
falsification or destruction of records,
making false statements, or receiving stolen
property regarding a government entity
transaction or contract;
4.32.1.3 are not presently indicted or criminally charged by a
government entity (Federal, state, or local) with
commission of any criminal offenses in connection with
obtaining, attempting to obtain, or as the result of
performing a government entity public (Federal, state, or
local) transaction or contract;

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4.32.1.4 are not presently facing any civil charges from any
governmental entity regarding obtaining, attempting to
obtain, or from performing any governmental entity
contract or other transaction; and
4.32.1.5 have not within a three-year period preceding this
contract had any public transaction (Federal, state, or
local) terminated for cause or default.
4.32.2 If any of the above circumstances described in the paragraph are
applicable to the entity submitting a bid for this requirement,
include with your bid an explanation of the matter including any
final resolution.
4.32.3 The contractor shall include, without modification, this clause in all
lower tier covered transactions (i.e. transactions with
subcontractors or sub-subcontractors) and in all solicitations for
lower tier covered transactions related to this contract. If this
clause is applicable to a subcontractor or sub-subcontractor, the
contractor shall include the information required by this clause
with their bid.
4.33 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND
FEDERAL IMMIGRATION LAWS AND REGULATIONS
4.33.1 By entering into the contract, the contractor warrants compliance
with the Immigration and Nationality Act (INA using E-Verify) and all
other Federal immigration laws and regulations related to the
immigration status of its employees and A.R.S. § 23-214(A). The
contractor shall obtain statements from its subcontractors
certifying compliance and shall furnish the statements to the
procurement officer upon request. These warranties shall remain in
effect through the term of the contract. The contractor and its
subcontractors shall also maintain Employment Eligibility
Verification forms (I-9) as required by the Immigration Reform and
Control Act of 1986, as amended from time to time, for all
employees performing work under the contract and verify employee
compliance using the E-Verify system and shall keep a record of the
verification for the duration of the employee’s employment or at
least three years, whichever is longer. I-9 forms are available for
download at www.uscis.gov.
4.33.2 The County retains the legal right to inspect documents of
contractor and subcontractor employees performing work under
this contract to verify compliance with paragraph 4.33.1 of this
section. Contractor and subcontractor shall be given reasonable
notice of the County’s intent to inspect and shall make the

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documents available at the time and date specified. Should the
County suspect or find that the contractor or any of its
subcontractors are not in compliance, the County will consider this
a material breach of the contract and may pursue any and all
remedies allowed by law, including, but not limited to: suspension of
work, termination of the contract for default, and suspension and/or
debarment of the contractor. All costs necessary to verify
compliance are the responsibility of the contractor.
4.34 INFLUENCE
4.34.1 As prescribed in MC1-1203 of the Maricopa County Procurement
Code, any effort to influence an employee or agent to breach the
Maricopa County Ethical Code of Conduct or any ethical conduct,
may be grounds for disbarment or suspension under MC1-902.
4.34.2 An attempt to influence includes, but is not limited to:
4.34.2.1 A person offering or providing a gratuity, gift, tip, present,
donation, money, entertainment or educational passes
or tickets, or any type of valuable contribution or subsidy
that is offered or given with the intent to influence a
decision, obtain a contract, garner favorable treatment,
or gain favorable consideration of any kind.
4.34.3 If a person attempts to influence any employee or agent of
Maricopa County, the chief procurement officer, or his designee,
reserves the right to seek any remedy provided by the Maricopa
County Procurement Code, any remedy in equity or in the law, or
any remedy provided by this contract.
4.35 CONFIDENTIALITY
In the course of the solicitation process, the County may disclose
information that is proprietary or confidential. By submitting a bid to the
solicitation, the offeror agrees that, except as necessary to prepare a
response to this solicitation, neither it nor its agents or employees will
communicate, divulge, or disseminate to any third-party persons or entities,
any information that is disclosed to it by the County during the course of
these discussions without the express written authorization of the County.
If the offeror does disclose County proprietary or confidential information
to a third party in preparing a response to this solicitation, it shall require
the third party to acknowledge and comply with this provision.

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4.36 CONFIDENTIAL INFORMATION
4.36.1 Any information obtained in the course of performing this contract
may include information that is proprietary or confidential to the
County. This provision establishes the contractor’s obligation
regarding such information.
4.36.2 The contractor shall establish and maintain procedures and
controls that are adequate to assure that no information contained
in its records and/or obtained from the County or from others in
carrying out its functions (services) under the contract shall be
used by or disclosed by it, its agents, officers, or employees, except
as required to efficiently perform duties under the contract. The
contractor’s procedures and controls, at a minimum, must be the
same procedures and controls it uses to protect its own proprietary
or confidential information. If, at any time during the duration of the
contract, the County determines that the procedures and controls
in place are not adequate, the contractor shall institute any new
and/or additional measures requested by the County within 15
business days of the written request to do so.
4.36.3 Any requests to the contractor for County proprietary or
confidential information shall be referred to the County for review
and approval, prior to any dissemination.
4.37 PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and
must be retained by the County at the Maricopa County Office of
Procurement Services. Offers shall be open to public inspection and
copying after contract award and execution, except for such offers or
sections thereof determined to contain proprietary or confidential
information by the Office of Procurement Services. If an offeror believes
that information in its offer or any resulting contract should not be released
in response to a public record request, under Arizona law, the offeror shall
indicate the specific information deemed confidential or proprietary and
submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or
prejudice which may arise from disclosure. The records manager of the
Office of Procurement Services shall determine whether the identified
information is confidential pursuant to the Maricopa County Procurement
Code.
4.38 INTEGRATION
This contract represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, proposals, communications,

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understandings, representations, or agreements, whether oral or written,
expressed, or implied.
4.39 UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the contractor agrees to comply with all
applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM
ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT
REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200
et seq.
4.40 GOVERNING LAW
This contract shall be governed by the laws of the State of Arizona. Venue
for any actions or lawsuits involving this contract will be in Maricopa County
Superior Court, Phoenix, Arizona.
4.41 FORCED LABOR
4.41.1 By submitting a bid for this solicitation and/or entering into a
contract as a result of this solicitation, contractor agrees to comply
with all applicable portions of Arizona Revised Statutes Section 35-
394. Contracting; procurement; prohibition; written certification;
remedy; termination; exception; definitions.
4.41.2 Contractor certifies that it does not currently, and agrees for the
duration of the contract, that it will not use:
4.41.2.1 The forced labor of ethnic Uyghurs in the People’s
Republic of China.
4.41.2.2 Any goods or services produced by the forced labor of
ethnic Uyghurs in the People’s Republic of China.
4.41.2.3 Any contractors, subcontractors or suppliers that use
the forced labor or any good or services produced by the
forced labor of ethnic Uyghurs in the People’s Republic
of China.
4.41.3 If contractor becomes aware during the term of the agreement that
contractor is not in compliance with this paragraph, the contractor
shall notify the County within five business days after becoming
aware of the noncompliance. If the contractor fails to provide a
written certification to the County that the contractor has remedied
the noncompliance within 180 days after notifying the County of its
noncompliance, then the agreement terminates, except that if the
agreement termination date occurs before the end the 180 day

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period, the agreement terminates on the agreement termination
date.
4.42 UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD
MANAGEMENT REGISTRATION
All contractors that receive funding must have a UEI number through
https://sam.gov/content/entity-registration. Contractor must also remain
maintain current information and active registration with the System for
Award Management (www.sam.gov) throughout the term of the contract.
4.43 RELIGIOUS ACTIVITIES
The contractor agrees that costs, planned or claimed, including costs
incurred, shall not include any expense for any religious activity.
4.44 POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property, or services contributed by the County
or the contractor under the agreement shall be used in the performance of
this agreement for any partisan political activity, or to further the election or
defeat of any candidate for public office.
4.45 EQUAL EMPLOYMENT OPPORTUNITY
4.45.1 The contractor shall not discriminate against any employee or
applicant for employment because of race, age, disability, color,
religion, sex, or national origin. The contractor shall take
affirmative action to ensure applicants are employed and that
employees are treated during employment without regard to their
race, age, disability, color, religion, sex, or national origin. Such
action shall include but is not limited to the following: employment,
upgrading, demotion or transfer, recruitment, or recruitment
advertising, lay-off or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship.
4.45.2 Contractor shall comply with the following provisions:
4.45.2.1 Title VI and VII of the Civil Rights Act of 1964, as
amended (42 U.S.C. §§ 2000a, et seq.);
4.45.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C.
§§ 701, et seq.);
4.45.2.3 The Age Discrimination in Employment Act of 1967, as
amended (29U.S.C. §§ 621, et seq.);

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4.45.2.4 The Americans With Disabilities Act of 1990 (42 U.S.C.
§§ 12101, et seq.); and Arizona Executive Order 2009-09,
as amended, et seq. which mandates that all persons
shall have equal access to employment opportunities.
4.45.2.5 Contractor understands that the United States has the
right to seek judicial enforcement of this assurance.
4.46 CERTIFICATION REGARDING LOBBYING
4.46.1 Contractor certifies, to the best of their knowledge and belief, that:
4.46.1.1 No federal appropriated funds have been paid or will be
paid, by or on behalf of the contractor, to any person for
influencing or attempting to influence an officer or
employee of any agency. This applies to a Member of
Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with
the awarding of any federal contract, the making of any
federal grant. Including the making of any federal, loan
the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or
modification of any federal contract, grant, loan, or
cooperative agreement.
4.46.2 If any funds other than federal appropriated funds, have been paid
or will be paid to any person for influencing or attempting to
influence an officer or employee of any agency, member of
Congress, an officer or employee of Congress, or an employee of a
member of Congress in connection with this federal contract,
grant, loan, or cooperative agreement, the undersigned shall
complete and submit Standard Form-LLL, “Disclosure Form to
Report Lobbying,” in accordance with its instructions.
4.46.3 Contractor shall include Lobbying Certification language in the
award documents for all subcontractors (including sub-grants, and
contract under grants, loans, and cooperative agreements) and
that all sub-recipients shall certify and disclose accordingly.
4.46.3.1 The Lobbying Certification is a material representation
of fact upon which reliance was placed when this
transaction is made or entered into. Submission of this
certification is prerequisite for making or entering into
this transaction imposed by section 1352, Title 31, U.S.
Code. Any successful proposer(s) who fail to file the
required certification shall be subject to a civil penalty of

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not less than $10,000.00 and not more than $100,000.00
for each such failure.
4.47 CLEAN AIR ACT & CLEAN WATER ACT
Contractor must comply with all applicable standards, orders, or
requirements issued under section 306 of the Clean Air Act (42 U.S.C.
7606), section 508 of the Clean Water Act (33 U.S.C. 1368) Executive Order
11738, and Environmental Protection Agency regulations.
4.48 ENERGY POLICY AND CONSERVATION ACT
Contractor must adhere to the standards and policies relating to energy
efficiency, which are contained in the State energy conservation plan issued
in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163,
89 Stat.871).
4.49 CONTRACT DISPUTES
All Contract disputes will be handled in accordance with the Maricopa
County Procurement Code, MCI-906.