210310-CONTRACT.DOCX

SERIAL 210310-C SALE OF COUNTY OWNED BULL NOVASCALE EQUIPMENT
DATE OF LAST REVISION: January 13, 2021 CONTRACT END DATE: March 14, 2021
CONTRACT PERIOD THROUGH MARCH 14, 2021
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for SALE OF COUNTY OWNED BULL NOVASCALE EQUIPMENT
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 January 13, 2021.
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.
AM/mm
Attach
Copy to: Office of Procurement Services
Chuck Mayper, MCSO

SERIAL 210310-C
ATOS IT SOLUTIONS AND SERVICES, INC., DEPT 781177, PO BOX 7800, DETROIT, MI 48278
COMPANY NAME: Atos IT Solutions and Services, Inc.
DOING BUSINESS AS (dba):
MAILING ADDRESS: 4851 Regent Boulevard, Irving, TX 75063
REMIT TO ADDRESS: 4851 Regent Boulevard, Irving, TX 75063
TELEPHONE NUMBER: 914-881-3000
FAX NUMBER:
WWW ADDRESS:
REPRESENTATIVE NAME: Jim Ulrey
REPRESENTATIVE TELEPHONE NUMBER: 602-862-5001
REPRESENTATIVE EMAIL ADDRESS jim.ulrey@atos.net
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE
FROM THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
Title Unit Price Qty UofM
Lot Price $2500.00 1 lot
PRICING SHEET: NIGP CODE 99829
Terms: NET 30
Vendor Number: VC0000001500
Certificates of Insurance Required
Contract Period: To cover the period ending March 14, 2021.

SERIAL 210310-C
SALE OF COUNTY OWNED BULL NOVASCALE EQUIPMENT
1.0 INTENT
1.1 The intent of any resultant contract is to sell Maricopa County-owned, Bull NovaScale
enterprise server hardware and peripheral equipment, as-is, where-is, without warranty, or
guarantees as to its condition. The sale shall be awarded to the contractor that is the
highest price responsive, responsible bidder.
2.0 SPECIFICATIONS
2.1 EQUIPMENT LIST
2.1.1 For images showcasing equipment listed below, please refer to Exhibit 3:
Equipment Photos.
GCOS 8 NovaScale 9027/541 Hardware
QTY Part Number Description
4 CBLC050-1900 COPPER ETHERNET CABLE RJ45/RJ45 - 10
MET
3 CMMC801-N02P GCOS 8 MEM 2GB
1 CMMC804-N08P PHYSICAL MEMORY TYPE 1
1 CPSC842-NOOP BULL NOVASCALE GCOS 9412
1 NSQ2013-0005 GCOS 8 MODULE 9027/541
8 CSUC503-NOOO OPERATOR WORKSTATION SOFTWARE
1 CSUC801-NOOO V9000 SERVICE PROCESSOR (221NCH)
1 CSUC802-NOOO OPERATOR WORKSTATION (22 INCH)
2 FOCF007-M003 OPTICAL FIBRE OM3 MULTIMODE (SW) LC-LC
2 FOCF007-M005 OPTICAL FIBRE OM3 MULTIMODE (SW) LC-LC
1 LOCU200-00UU EURO/AMER LOCALIZATION TAG
2 MXFC604-N02E 8GB/S FIBRE CHANNEL ADAPTER PCl-E
DUAL P
2 NSFC601-N02E PCl-E ETH. 10/100/1000MB/S COPPERADAP D
4
1 PKHC804-NOOP TELEMAINTENANCE EQUIPMENT FOR US
1 PSKU004-0001 P. SUPPLY TYPE VOLTAGE.PLUG US
Bull StoreWay Optima 1600 Disk Hardware
QTY Part Number Description
1 OPTF016-0002 OPTF016-0002 OPTIMA1600 8GB CACHE 2U
12X3.5 SLOTS 4X8
1 OPTF150-6006 OPTF150-6006 INIT PACK 6X300GB SAS 6G
3.5 DISK 15K
Bull StoreWay Virtuo NV Hardware
QTY Part Number Description
21 CBLH018-1025 C13/C14 POWER CABLE- 2.5M
1 DCUG002-11FE V34USMODEM
6 FOCF007-M003 OPTICAL FIBRE OM3 MULTIMODE (SW) LC-
LC
2 FOCF007-M005 OPTICAL FIBRE OM3 MULTIMODE (SW) LC-
LC
1 OPTICAL FIBRE OM3 MULTIMODE (SW) LC-
FOCF007-M015 LC
3 DUMMY DISK CANISTER 3,5 FOR
OPTF450-0001 OPTIMAX600
3 PDUH24A-9CUS 9XC13 PDU-24A- US-1U

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1 PSKU004-0001 P. SUPPLY TYPE VOLTAGE.PLUG US
1 RACK N ROLL 1200 24U RACK W/DOORS,
RCKH414-1224 NOP
1 RKAH457-BNOO NAMEPLATE BULL FOR FRONT DOOR
4 VIRTUO 1 DATA REDUCTION FOR P82X
VMSDRP82X-0001 W/DX1835
1 VIRTUO NL-SAS DK
VMSCOP1T16+BASE BASE+4.8TB(OPT1600,DK1T
1 VIRTUO 1 HARDWARE COMPRESSION
VMSDR1615-0001 W/DR1615
2 VIRTUO 1 SAN SPORTS FF 1 PS 8GB SFP &
VMSSANINT-0001 WT
1 VMSSCSL-RKOO VIRTUO CONSOLE, RACKMOUNT FORM
1 VIRTUO ENGINE PCl-E GRAPHICS
VMSSGTFG-P700 ACCELERATOR
2 VIRTUO 1 ADDITIONAL BGBPS PCIE 4
VMSSHBA04-P8X5 PORT FC
1 STOREWAY VIRTUO NV SERIES P825
VMSSNV-P825 ENGINE
1 VMSSPLA-MODM VIRTUO PLATE FOR MODEM
Overland Tape Library Hardware
QTY Part Number Description
2 CBLG195-1400 POWER CORD (STRAIGHT) FOR RACK
1 CTKF046-0000 RACK INTEGRATION KIT FOR LIBRARY
1 OV-LXN101608 NEO 4000E CAPACITY EXTENSION 0-DRIVE,
NEO ADDITIONAL L T0-5 FC FULL-HEIGHT
4 OV-LXE901111 DRIV
2.1.2 All equipment will be sold where is and as is. On-site inspection will not be allowed.
2.1.3 The County makes no representation or warranty, including, without limitation, any
representation or warranty regarding merchantability or fitness for a particular
purpose, regarding the equipment, or any part thereof, or in use, functions,
operation, or performance thereof. For additional information, See Section 3.2 –
Disclaimer of Warranties.
2.1.4 The system is rack mounted in a 6’x3’x2’ area.
2.1.5 Data storage equipment has been wiped.
2.1.6 All equipment is located at, and shall be removed by awarded contractor from, 550
W. Jackson St., Phoenix, AZ 85003.
2.2 REQUIREMENTS
2.2.1 Equipment is offered for sale F.O.B. Point of Origin with all transportation charges
and risk of loss or damage the responsibility of the contractor.
2.2.2 Contractor shall make an appointment to uninstall and retrieve equipment and
complete the deinstall within 30 days of payment being received.
2.2.3 Contractor shall not have more than four employees at MCSO facilities during
uninstall and retrieval of equipment.
2.2.4 shall not have more than four employees uninstalling and retrieving equipment at
MCSO facilities at the same time.

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2.2.5 Removal must be scheduled a minimum of three business days in advance.
Removal shall occur during normal working hours only, 8:00 a.m. to 4:00 p.m.,
Monday through Friday, and shall not interfere with the operations of MCSO or any
other County entity. Date and time of pick-up shall be coordinated with Jeanne
Vaughn at 602-689-4239 or by email at J_Vaughn@mcso.maricopa.gov.
2.2.6 Contractor shall provide County, when confirming appointment, a list of personnel
who will be deinstalling and picking up the equipment, and such personnel may be
required to undergo a background check prior to entering MCSO facilities.
2.2.7 The contractor shall perform the work in such a way as to minimize disruption to
the normal operation of the County site and building occupants.
2.2.8 Upon completion of work, the contractor shall clean and remove from the job site
all debris, materials, and equipment associated with the work performed. County
property shall be restored to the same condition as prior to start of the job.
2.2.8.1 If, upon County inspection, it is found that the contractor failed to
adequately clean up the site (meaning to the County’s satisfaction) after
work has been performed, the County will notify the contractor and the
contractor will have 24 hours to clean. Should the contractor fail to clean
a site to the County’s satisfaction, the County reserves the right to make
other arrangements to have the area cleaned, and the cost of such work
shall be offset from any monies due the contractor. Costs of such work
that exceed the amount of monies due the contractor shall be the
responsibility of the contractor and shall billed to the contractor.
2.2.9 The contractor shall perform all services in such a manner that County property is
not damaged.
2.2.9.1 In the event damage occurs to Maricopa County property or any
adjacent property due to any services performed under this contract, the
contractor shall immediately notify the County representative about the
damages and shall replace or repair the same at no cost to the County
within 48 hours of notifying the County, or by a deadline approved by the
County.
2.2.9.2 If damage caused by the contractor has to be repaired or replaced by
the County, the cost of such work shall be deducted from the monies
due the contractor. Costs of such work that exceed the amount of
monies due the contractor shall be the responsibility of the contractor
and shall billed to the contractor.
2.2.10 The contractor shall utilize only experienced, responsible, and capable people in
the performance of the work. The County may require that the contractor remove
from the job covered by this contract, any employee who endangers persons or
property or whose continued employment under this contract is inconsistent with
the interest of Maricopa County.
2.2.11 Contractor personnel shall wear a company uniform identified with the company
name/logo and consisting of a minimum of one of the following:
 Shirt/blouse
 Vest
 Cap

SERIAL 210310-C
2.2.12 Only authorized employees of the contractor are allowed on Maricopa County work
sites. Contractor’s employees are NOT to be accompanied in their work area by
acquaintances, family members, assistants, or any other person unless said
person is an authorized employee of the contractor.
2.2.13 Contractor shall be responsible for packing, preparation, loading, and removing
equipment and shall provide any and all material handling equipment (e.g. carts,
tools, a truck with lift gate). County shall not assist in the deinstall, handling, or
transportation of equipment. A loading dock is not available.
2.3 PAYMENT
2.3.1 The successful bidder shall provide payment in the form of certified check or
money order payable to the Maricopa County Sheriff’s Office to be received within
14 calendar days after receipt of notification to award. Checks shall reference this
contract number and be mailed or delivered to MCSO Procurement, 4th Floor, Attn:
Procurement Officer, 550 West Jackson Street, Phoenix, AZ 85003.
2.3.2 If payment is not received within the specified time, the equipment shall remain the
property of the County and the contract may be considered void.
3.0 CONTRACTUAL TERMS & CONDITIONS
3.1 CONTRACT TERM
This Invitation for Bids is for awarding a firm, fixed-price sale contract for the equipment
listed in Section 2.1 - Equipment List.
3.2 DISCLAIMER OF WARRANTIES
The equipment is being sold “as is,” and “where-is” and the County disclaims all warranties
of quality, whether express or implied, including the warranties of merchantability and
fitness for particular purpose. The vendor acknowledges that it has not been induced by
any statements or representations of any person with respect to the quality or condition of
the equipment. Any description of the equipment provided by the County is solely for the
purpose of providing information known to the County as to the condition of the equipment
and providing this information does not create any warranties of quality, whether express
or implied, including the warranties of merchantability and fitness for particular purpose.
The buyer acknowledges that it has relied solely on the investigations, examinations, and
inspections as the buyer has chosen to make and that the County has afforded the buyer
the opportunity for full and complete investigations, examinations, and inspections.
3.3 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.
3.4 INDEMNIFICATION
3.4.1 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

SERIAL 210310-C
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 relating to the performance
of this contract.
3.4.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, omissions, or mistakes in the performance of this contract, but only to
the extent caused by the negligent acts or omissions of the contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable, regardless of whether or not such claim, damage,
loss, or expense is caused in part by a party indemnified hereunder.
3.4.3 The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.
3.4.4 The scope of this indemnification does not extend to the sole negligence of County.
3.5 INSURANCE
3.5.1 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.
3.5.2 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.
3.5.3 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.
3.5.4 Contractor’s insurance will be primary insurance as respects County, and any
insurance or self-insurance maintained by County will not contribute to it.
3.5.5 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.
3.5.6 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.

SERIAL 210310-C
3.5.7 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.
3.5.8 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.
3.5.9 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.
3.5.9.1 Commercial General Liability
Commercial General Liability (CGL) insurance with a limit of not less
than $1,000,000 for each occurrence, $2,000,000 Products/Completed
Operations Aggregate, and $2,000,000 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.
3.5.9.2 Automobile Liability
Commercial/Business Automobile Liability insurance with a combined
single limit for bodily injury and property damage of not less than
$500,000 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.
3.5.9.3 Workers’ Compensation
3.5.9.3.1 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.
3.5.9.3.2 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.

SERIAL 210310-C
3.5.10 Certificates of Insurance
3.5.10.1 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.
3.5.10.2 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.
3.5.10.3 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.
3.5.11 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 160 South 4th Avenue, Phoenix, AZ 85003, or emailed to the
procurement officer noted in the solicitation.
3.6 FORCE MAJEURE
3.6.1 Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this contract, if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes will include acts of God/nature
(including fire, flood, earthquake, storm, hurricane, or other natural disaster), war,
invasion, act of foreign enemies, hostilities (whether war is declared or not), civil
war, riots, rebellion, revolution, insurrection, military or usurped power or
confiscation, terrorist activities, nationalization, government sanction, lockout,
blockage, embargo, labor dispute, strike, and interruption or failure of electricity or
telecommunication service.
3.6.2 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.
3.6.3 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.

SERIAL 210310-C
3.7 SUSPENSION OF WORK
The procurement officer may order the contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.
3.8 STOP WORK ORDER
3.8.1 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:
3.8.1.1 cancel the stop work order; or
3.8.1.2 terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this contract.
3.8.2 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.
3.9 TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the contractor.
3.10 TERMINATION FOR DEFAULT
3.10.1 The County may, by written Notice of Default to the contractor, terminate this
contract in whole or in part if the contractor fails to:
3.10.1.1 deliver the supplies or to perform the services within the time specified
in this contract or any extension;
3.10.1.2 make progress, so as to endanger performance of this contract; or
3.10.1.3 perform any of the other provisions of this contract.
3.10.2 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.

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3.11 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.
3.12 SUBCONTRACTING
3.12.1 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.
3.12.2 The subcontractor’s rate for the job shall not exceed that of the prime contractor’s
rate, as bid in the pricing section, unless the prime contractor is willing to absorb
any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime
contractor, who in turn shall pass-through the costs to the County, without mark-
up. A copy of the subcontractor’s invoice must accompany the prime contractor’s
invoice.
3.13 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.
3.14 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.
3.15 RIGHTS IN DATA
3.15.1 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.
3.15.2 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.
3.16 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
3.16.1 In accordance with Section MC1-374 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.

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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.
3.16.2 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.
3.17 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.
3.18 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.
3.19 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.
3.20 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.
3.21 RELATIONSHIPS
3.21.1 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.
3.21.2 The County reserves the right of final approval on proposed staff. Also, upon
request by the County, the contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of
the County within two business days, unless previously approved by the County.
3.22 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 downloaded from the Arizona Memory Project at
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)

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3.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
3.23.1 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:
3.23.1.1 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;
3.23.1.2 have not within a three-year period preceding this contract:
3.23.1.2.1 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
3.23.1.2.2 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;
3.23.1.3 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;
3.23.1.4 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
3.23.1.5 have not within a three-year period preceding this contract had any
public transaction (Federal, State or local) terminated for cause or
default.
3.23.2 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.
3.23.3 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.
3.24 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
3.24.1 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

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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.
3.24.2 The County retains the legal right to inspect documents of contractor and
subcontractor employees performing work under this contract to verify compliance
with paragraph 3.24.1 of this section. Contractor and subcontractor shall be given
reasonable notice of the County’s intent to inspect and shall make the documents
available at the time and date specified. Should the County suspect or find that the
contractor or any of its subcontractors are not in compliance, the County will consider
this a material breach of the contract and may pursue any and all remedies allowed
by law, including, but not limited to: suspension of work, termination of the contract
for default, and suspension and/or debarment of the contractor. All costs necessary
to verify compliance are the responsibility of the contractor.
3.25 CONTRACTOR LICENSE REQUIREMENT
3.25.1 The contractor shall procure all permits, insurance, and licenses, and pay the
charges and fees necessary and incidental to the lawful conduct of his/her
business, and as necessary complete any 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 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.
3.25.2 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.
3.26 INFLUENCE
3.26.1 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.
3.26.2 An attempt to influence includes, but is not limited to:
3.26.2.1 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.
3.26.3 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.

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3.26.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM
THE EVALUATION PROCESS.
3.27 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.
3.28 CONFIDENTIAL INFORMATION
3.28.1 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.
3.28.2 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.
3.28.3 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.
3.29 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.

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3.30 INTEGRATION
This contract represents the entire and integrated agreement between the parties and
supersedes all prior negotiations, proposals, communications, understandings,
representations, or agreements, whether oral or written, expressed, or implied.
3.31 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.
3.32 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.