190255-CONTRACT.DOC

SERIAL 190255 C PEANUT BUTTER
DATE OF LAST REVISION: August 21, 2019 CONTRACT END DATE: August 31, 2021
CONTRACT PERIOD THROUGH AUGUST 31, 2021
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for PEANUT BUTTER
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 August 21, 2019 (Eff. 09/01/19).
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.
LN/mm
Attach
Copy to: Office of Procurement Services
Chuck Mayper, MCSO
Amie Bristol, MCSO
Suzanne Baier, MCSO
(Please remove Serial 12128-C from your contract notebooks)

SERIAL 190255-C
JNS FOODS LLC, 1401 N UNIVERSITY DR STE 602, CORAL SPRINGS, FL 33071
COMPANY NAME: JNS FOODS, LLC
DOING BUSINESS AS (dba):
MAILING ADDRESS: 1401 N University Drive #602
Coral Springs, FL 33071
TELPHONE NUMBER: 954-718-7958
FAX NUMBER: 888-613-3118
WWW ADDRESS: www.jnsfoods.com
REPRESENTATIVE NAME: Eliot Meiseles
REPRESENTATIVE EMAIL ADDRESS Emeiseles@jnsfoods.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE
FROM THIS CONTRACT:
NET 30 DAYS
1ST CALL
Number 3-oz only -
3-oz only - 3-oz only -
The units Cost per of cases Number of
Item Column The units Cost per
per case case for a cases for a
per case case
truckload truckload
35 lb. square pails
Peanut Did not
preferred round if 1 $32.900
Butter Specify
necessary
50 lb. square pails
Peanut Did not
preferred round if 1 $42.000
Butter Specify
necessary
Peanut
3-ounce package 200 $44.500 792 200 44.5 792
Butter
PRICING SHEET: NIGP CODE 39368
Terms: NET 30
Vendor Number: VC0000002168
Certificates of Insurance Required
Contract Period: To cover the period ending August 31, 2021.

SERIAL 190255-C
JIMBO’S JUMBOS, P.O. BOX 465, EDENTON, NC 27932
COMPANY NAME: Jimbo’s Jumbos
DOING BUSINESS AS (dba):
MAILING ADDRESS: P.O. BOX 465
Edenton, NC 27932
TELPHONE NUMBER: 252-482-2193
FAX NUMBER: 252-482-7857
WWW ADDRESS: www.hamptonfarms.com
REPRESENTATIVE NAME: Mike Partin
REPRESENTATIVE EMAIL ADDRESS mpartin@jimbosjumbos.com
NET 30 DAYS
2ND CALL
The units Cost per
Item Column Number of cases for a truckload
per case case
Peanut 35 lb. square pails preferred round if
1 $33.95 Did not Specify
Butter necessary
PRICING SHEET: NIGP CODE 393-68
Terms: NET 30
Vendor Number: VC0000001195
Certificates of Insurance Required
Contract Period: To cover the period ending August 31, 2021.

SERIAL 190255-C
NATIONAL FOOD GROUP, 46820 MAGELLAN DR., STE A, NOVI, MI 48377-2454
COMPANY NAME: National Food Group
DOING BUSINESS AS (dba):
MAILING ADDRESS: 46820 Magellan Dr.., Ste A
Novi, MI 48377-2454
TELPHONE NUMBER: 858-207-9823
FAX NUMBER: 858-613-3670
WWW ADDRESS: www.nationalfoodgroup.com
REPRESENTATIVE NAME: Jennifer Klein
REPRESENTATIVE EMAIL ADDRESS jklein@nationalfoodgroup.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE
FROM THIS CONTRACT:
NET 30 DAYS
2ND CALL
3-oz 3-oz only
3-oz only
Number of only - - Number
The units per Cost per - The
Item Column cases for a Cost of cases
case case units per
truckload per for a
case
case truckload
Peanut
3-ounce package 1440* $39.87 1440 Case Min 150/3oz 39.87 1440
Butter
* 3 oz - must order Truckload of 1440 cs for price
**All peanut butter is Kosher and Soy Free
Specification sheets including nutrition and ingredients are attached.
PRICING SHEET: NIGP CODE 393-68
Terms: NET 30
Vendor Number: VC0000003760
Certificates of Insurance Required
Contract Period: To cover the period ending August 31, 2021.

SERIAL 190255-C
PEANUT BUTTER
1.0 INTENT:
The intent of the solicitation is to provide the Maricopa County Sheriff’s Office (MCSO) Food Factory
with Peanut Butter for its inmate population. Estimated annual consumption is 90,000 – 100,000 lbs.
Other governmental entities under agreement with the County may have access to services provided
hereunder (see also Sections 3.15 and 3.16, below).
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.
2.0 SPECIFICATIONS:
2.1 Ingredients: Roasted peanuts, sugar, peanut oil or fully hydrogenated vegetable oils to prevent
separation, salt. MUST BE SOY FREE and Kosher Certified.
2.2 Sensory Characteristics:
2.2.1 Appearance - Uniformly ground Peanut butter Visual
2.2.2 Color - Uniform Golden Brown Visual
2.2.3 Odor/Flavor - Typical Fresh Roasted peanut aroma and flavor Sensory
2.2.4 Consistency Smooth Sensory
Physical-Chemical Specifications: Minimum Maximum
2.2.5 Moisture (%) 2.0 _______
2.2.6 Salt (%) 1.06 1.36
2.2.7 Aflatoxin (ppb) < 15
2.2.8 Fat (%) 45 50
2.3 Product:
2.3.1 Shall be free from bitter, musty, sour, rancid, spoiled sprouts or other objectionable tastes
and odors.
2.3.2 Shall be free from mildew stains, filth, or other extraneous material.
2.3.3 Shall meet United States Standards for U.S. Grade A or “U.S. Fancy”, or U.S. Grade B or
“U.S. Choice” peanut butter.
2.3.4 Shall be stabilized with oil’s derived solely from vegetable sources to prevent oil
separation. Stabilizers shall be of non-tropical origin.
2.3.5 Microbiological Specifications: Maximum (g)
2.3.6 TPC 10,000/g
2.3.7 Coliform <10 MPN/g
2.3.8 Escherichia Coli Negative (<3/g MPN)

SERIAL 190255-C
2.3.9 Sulphite reducing Clostrida Not applicable at present
2.3.10 Salmonella Negative
2.3.11 Lactobacillus Not applicable at present
2.3.12 Yeast/Mold <100/g
2.3.13 Staphylococcus Not applicable at present
2.3.14 Bacillis cereus Not applicable at present
2.3.15 Pseudomonas Not applicable at present
2.4 Shipping Conditions:
Food grade transportation at room temperature, protected from any non-food contamination.
2.5 Packing and Storage:
2.5.1 Packing:
2.5.1.1 35 lb. square pails preferred, round if necessary
2.5.1.2 50 lb. square pails preferred, round if necessary
2.5.1.3 3-ounce package; REQUIRED (package may not contain metal or hard plastic)
2.5.1.3.1Please provide the following information for the product your firm is
quoting:
2.5.1.3.2Confirm the weight of the unit package being offered is 3-ounce.
2.5.1.3.3The units per case
2.5.1.3.4Cost per case
2.5.1.3.5Number of cases for a truckload
2.5.2 Packaged samples may be required for evaluation at no cost to the county.
2.5.3 Lot identification Requirement Product Identity, Net Contents, Production Date and Lot
Number
2.5.4 Storage Condition Temperature:15C-25C
Humidity Control Required: Yes
Store in dry indoor warehouse, avoid any possible non-food
contamination
2.5.5 No metal handles or metal banding
2.5.6 Shelf Life (at storage temperature indicated): Six (6) Months
2.5.7 Stacking Height: 42 – 45 inches (typically three (3) tubs high)
2.6 Quality Assurance
The contractor shall perform the product testing and quality analysis to ensure that the product
meets the commodity specifications. The results shall be evidenced by a Certificate of Analysis
(COA). All purchased product shall have a nutritional assay and or a product fact sheet.
2.7 TECHNICAL AND DESCRIPTIVE SALES LITERATURE:
The Contractor shall provide copies of its sales literature and brochures and copies of any
manufacturer’s technical and/or descriptive literature regarding the material(s) the Contractor
proposes to provide. Literature shall be sufficient in detail to allow for full and fair evaluation of

SERIAL 190255-C
the material(s) submitted, and must be included with the bid. Failure to include this information
may result in the bid being rejected.
3.0 PURCHASING REQUIREMENTS:
3.1 DELIVERY:
3.1.1 Delivery is desired as soon as possible and shall be stipulated on the Purchase Order.
Contractor shall notify County Representative listed on the order if the requested delivery
date cannot be met and the anticipated lead-time. 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 6:00 AM and 12:00 PM
Phoenix Time (M.S.T.), Monday through Friday, except on County recognized holidays.
3.1.3 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 advise the Contractor to proceed with an expedited shipment
until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to
the additional costs, the Department shall advise the Contractor to proceed.
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 the 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.
3.5 SAMPLES:
The Contractor may be requested to furnish samples of material(s) bid for examination by the
County. Any materials so requested shall be furnished within ten (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.

SERIAL 190255-C
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 as to
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 BRAND NAME:
The County reserves the right to request samples to determine the quality and acceptability of
materials bid by Contractor. In some cases, brand names have been listed in order to define the
desired quality and are not intended to be restrictive or to limit competition. Materials
substantially equivalent to those designated shall qualify for consideration.
3.8 ORDER LEAD-TIME NOTIFICATION:
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.
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 terminate this Contract for Convenience per Section 4.13.
3.9 USAGE REPORT:
The Contractor may furnish the County a usage report, upon request, delineating the acquisition
activity governed by the Contract. The format of the report shall be approved by the County and
shall disclose the quantity and dollar value of each contract item by individual unit.
3.10 BACKGROUND CHECK:
Bidders/proposers need to be aware that there may be multiple background checks (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 and the failure to pass these checks
shall deem the respondent non-responsible.
3.11 INVOICES AND PAYMENTS:
3.11.1 The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the
invoice must provide the following information:
• Company name, address, and contact
• 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)
• Description of Purchase (product or services)

SERIAL 190255-C
• Pricing per unit of purchase
• Freight (if applicable)
• Extended price
• Total Amount Due
3.11.2 Problems regarding billing or invoicing shall be directed to the Department as listed on
the Purchase Order.
MCSO ACCOUNTS PAYABLE
Financial SVS Div. - Accounts Payable
550 W JACKSON ST FL 4
PHOENIX, AZ 85003
Or
MCSO Accounts Payable
mcso_accounts_payable@mcso.maricopa.gov
3.11.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/922/Vendors).
3.11.4 Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
3.11.5 EFT payments to the routing and account numbers designated by the Contractor will
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.
3.12 APPLICABLE TAXES:
3.12.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any
installation labor on items that are not attached to real property performed by Contractor
under the terms of this Contract, the installation labor cost and the gross receipts for
materials provided shall be listed separately on the Contractor’s invoices.
3.12.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction
privilege taxes apply to sales made under the terms of this contract it is the responsibility
of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of
authority.
3.12.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and
local taxes applicable to its 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
Worker’s Compensation.
3.13 TAX (COMMODITIES):
Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to
determine any and all applicable taxes and include the tax percentage in their proposal.
3.14 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.

SERIAL 190255-C
3.15 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful
Respondent under this solicitation, a member of $AVE may access a contract resulting from a
solicitation issued by the County. If you do not want to grant such access to a member of $AVE,
please state so in your bid. In the absence of a statement to the contrary, the County will assume
that you do wish to grant access to any contract that may result from this bid.
3.16 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):
County currently holds ICPA’s 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 procurement
rules, processes and procedures.
4.0 CONTRACTUAL TERMS & CONDITIONS:
4.1 CONTRACT TERM:
This Invitation for Bid is for awarding a firm, fixed-price purchasing contract to cover a term of
two (2) year.
4.2 OPTION TO RENEW:
The County may, at its option and with the concurrence of the Contractor, renew the term of this
Contract up to a maximum of three (3) additional years, (or at the County’s sole discretion, extend
the contract on a month to month basis for a maximum of six (6) 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 sixty (60) calendar days prior to the expiration of the
original contract term.
4.3 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 Contractor 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.
4.4 PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to
the Contract expiration date. 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 shall 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 Contract.
4.5 INDEMNIFICATION:
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

SERIAL 190255-C
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, 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 relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, 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 there from,
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, any
one 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.
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.
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 the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. 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 Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
4.6.4 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.
4.6.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
4.6.6 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.
4.6.7 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.

SERIAL 190255-C
4.6.8 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for premises liability, bodily injury, broad form
property damage, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provisions which would serve to limit
third party action over claims. There shall be no endorsement or modifications of the
CGL limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
4.6.9 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella 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.
4.6.10 Workers’ Compensation:
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.
Contractor, its contractors and its subcontractors waive all rights against 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 contractors and its
subcontractors pursuant to this Contract.
4.6.11 Certificates of Insurance:
4.6.11.1 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.
4.6.11.2 In the event any insurance policy(ies) required by this Contract is(are) written on
a claims made basis, coverage shall extend for two (2) years past completion and
acceptance of Contractor’s work or services and as evidenced by annual
Certificates of Insurance.
4.6.11.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) calendar days prior to the expiration date.
4.6.12 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 thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2)
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be expiring.

SERIAL 190255-C
Such notice shall be sent directly to Maricopa County Office of Procurement Services
and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or
emailed to the Procurement Officer noted in the solicitation.
4.7 FORCE MAJEURE:
4.7.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes 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,
interruption or failure of electricity or telecommunication service.
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 Office of
Procurement Services, a Purchase Order issued by the using Department or direction by a
Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment.
4.9 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION:
4.9.1 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.
4.9.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from
the County Procurement Officer with written notification to follow. Contractor
specifically acknowledges to be bound by this cancellation policy.
4.10 PURCHASE ORDERS:
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, shipment of product prior to issuance of Purchase Order, etc.

SERIAL 190255-C
4.11 SUSPENSION OF WORK:
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or interruption to the extent that performance would have been so
suspended, delayed, or interrupted by any other cause, including the fault or negligence of the
Contractor. No request for adjustment under this clause shall be granted unless the claim, in an
amount stated, is asserted in writing as soon as practicable after the termination of the suspension,
delay, or interruption, but not later than the date of final payment under the contract.
4.12 STOP WORK ORDER:
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 ninety (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 ninety (90) calendar days after a stop work
is delivered to the Contractor, or within any extension of that period to which the parties shall
have agreed, the Procurement Officer shall either:
4.12.1 Cancel the stop work order; or
4.12.2 Terminate the work covered by the order as provided in the Default, or the Termination
for Convenience clause of this Contract.
The Procurement Officer may make an equitable adjustment in the delivery schedule and/or
Contract price, or otherwise, 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.
4.13 TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the resultant Contract for convenience by providing sixty (60)
calendar days advance notice to the Contractor.
4.14 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this contract in whole or
in part if the Contractor fails to:
4.14.1 Deliver the supplies or to perform the services within the time specified in this Contract
or any extension;
4.14.2 Make progress, so as to endanger performance of this Contract; or
4.14.3 Perform any of the other provisions of this Contract.
The County’s right to terminate this contract under these subparagraph may be exercised if the
Contractor does not cure such failure within ten (10) business days (or more if authorized in
writing by the County) after receipt of the notice from the Procurement Officer specifying the
failure.
4.15 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three (3) years after execution of the Contract, if any person

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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.
4.16 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.
4.17 SUBCONTRACTING:
4.17.1 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.
4.17.2 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.
4.18 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.
4.19 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.
4.20 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
4.20.1 In accordance with section MCI 371 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 (6) years after final payment or until after the resolution of any audit
questions which could be more than six (6) years, whichever is latest. The County,
Federal or State auditors and any other persons duly authorized by the Department shall
have full access to and the right to examine, copy, and make use of, any and all said
materials.
4.20.2 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.

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4.21 AUDIT DISALLOWANCES:
If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course
of action to address the disallowance shall be at sole discretion of the County, and may include
either an adjustment to future invoices, request for credit, request for a check or a deduction from
current invoices submitted by the Contractor equal to the amount of the disallowance, or to require
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable
to Maricopa County.
4.22 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.
4.23 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.
4.24 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.
4.25 RIGHTS IN DATA:
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.
4.26 RELATIONSHIPS:
4.26.1 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.
4.26.2 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 (2)
business days, unless previously approved by the County.
4.27 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 may be
viewed and downloaded at the Arizona State Library Research website
(http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which 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.

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4.28 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
4.28.1 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;
4.28.1.1 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;
4.28.1.2 have not within a three (3) year period preceding this Contract:
4.28.1.2.1 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;
and
4.28.1.2.2 been convicted of violation of any Federal or State antitrust statues
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;
4.28.1.2.3 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; and 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 have not within a three (3) year
period preceding this Contract had any public transaction (Federal,
State or local) terminated for cause or default.
4.28.1.2.4 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.
4.28.2 The Contractor shall include, without modification, this clause in all lower tier covered
transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier
covered transactions related to this Contract. If this clause is applicable to a
subcontractor, the Contractor shall include the information required by this clause with
their bid.
4.29 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:
4.29.1 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 (3) years, whichever is longer. I-9 forms are
available for download at USCIS.GOV.

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4.29.2 The County retains the legal right to inspect Contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 4.29.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the
County’s intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the contract and
may pursue any and all remedies allowed by law, including, but not limited to; suspension
of work, termination of the Contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
4.30 CONTRACTOR LICENSE REQUIREMENT:
4.30.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. The Contractor shall keep fully informed of
existing and future trade or industry requirements, Federal, State and Local laws,
ordinances, and regulations which in any manner affect the fulfillment of a Contract and
shall comply with the same. Contractor shall immediately notify both Office of
Procurement Services and the Department of any and all changes concerning permits,
insurance or licenses.
4.30.2 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.
4.31 INFLUENCE:
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.
An attempt to influence includes, but is not limited to:
4.31.1 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,
4.31.2 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.
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.
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
REGARDS TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY
COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY

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DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR
DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS.
4.32 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.
4.33 PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by
the Records Manager at the Office of Procurement Services. Offers shall be open to public
inspection and copying after Contract award and execution, except for such Offers 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.
4.34 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, express or implied.
4.35 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.
4.36 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.