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SERIAL 190236 RFP DETENTION SECURITY ELECTRONIC SYSTEMS: MAINTENANCE REPAIR AND PARTS DATE OF LAST REVISION: May 08, 2019 CONTRACT END DATE: April 30, 2021 CONTRACT PERIOD THROUGH APRIL 30, 2021 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for DETENTION SECURITY ELECTRONIC SYSTEMS: MAINTENANCE REPAIR AND PARTS 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 May 08, 2019. 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. LA/mm Attach Copy to: Office of Procurement Services Chad Elms, Facilities Management DETENTION SECURITY ELECTRONIC SYSTEMS: MAINTENANCE REPAIR AND PARTS SERIAL 190236-RFP This Contract is entered into this 8th day of May, 2019 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and CML Security, a South Dakota (“Contractor”) for the purchase of Detention Security Electronic Systems (MPR). 1.0 CONTRACT TERM: 1.1 This Contract is for a term of Two (2) year, beginning on the 8th day of May, 2019 and ending the 30th day of April, 2021. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of four (4) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 1.3 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 the 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. 2.0 PRICE ADJUSTMENTS: Any requests for reasonable price adjustments must be submitted sixty (60) calendar days prior to the Contract expiration anniversary. 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. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.” 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. SERIAL 190236-RFP 3.3 INVOICES: 3.3.1 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 • Project name and/or 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) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Arrival and completion time (if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.3.3 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). 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.3.5 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. 3.4 APPLICABLE TAXES: 3.4.1 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. 3.4.2 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. 3.4.3 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; SERIAL 190236-RFP transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation. 3.5 TAX (SERVICES): No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes. 3.6 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. 3.7 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. 3.8 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. 3.9 DELIVERY: 3.9.1 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. 3.9.2 Supplies or equipment shall be delivered to 2401 S. 28th Dr., Phoenix AZ 85009 between the hours of 7:00AM and 3:30PM local time Monday through Friday, except on State recognized holidays. 3.9.3 Delivery shall be F.O.B. Destination Freight Prepaid. 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. 4.2 If any action is taken by, any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. SERIAL 190236-RFP 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the Procurement Officer. 5.2 TRAINING: The Contractor shall provide training services to completely train County personnel in the use and care of the equipment. All training shall take place on-site at Maricopa County. Training sessions will be on-request by the County. The training requested may be for old or new technology. 6.0 TERMS AND CONDITIONS: 6.1 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 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 paragraph. The scope of this indemnification does not extend to the sole negligence of County. 6.2 INFRINGEMENT DEFENSE INDEMNIFICATION: 6.2.1 Defense and Indemnity: Contractor shall defend, Participate and Share in the Cost, as defined below, in the full defense of the County against any Claim, as defined below, and will indemnify and hold harmless the County as provided for in this Section for any judgments, settlements and court awarded attorney’s fees resulting from a Claim where the claimant is adjudged the successful party in the Claim. Contractor’s obligations under this Section are conditioned on the following: (i) County promptly notifies Contractor of the Claim in writing upon being made aware of the Claim; (ii) County gives Contractor lead authority and County being control of the defense and (if applicable) settlement of the Claim, provided that County’s legal counsel may participate in such defense and settlement, at County’s expense, and (iii) County provides all information and assistance reasonably requested by Contractor to handle the defense or settlement of the Claim. For purposes of this Section, “Claim” means any cause of action in a third party action, suit or proceeding against County alleging that Contractor software, or its upgrades, modifications, or revisions, as of its delivery date under this Contract, infringes a valid U.S. patent, copyright or trademark. For the purposes of this section, “Participate and Share in the Costs” means Contractor will assist the County in the defense of the claim, SERIAL 190236-RFP to the extent agreed to by the parties, except that Contractor shall be solely responsible for any and all costs adjudged in a successful Claim against the County. 6.2.2 Remedial Measures: If software becomes, or Contractor reasonably believes use of software may become the subject of a Claim, Contractor may, at its own expense and option: (i) procure for County the right to continue use of the Product; (ii) replace or modify the software; or to the extent that neither (i) nor (ii) are deemed commercially practicable, (iii) refund to County a pro-rated portion of the applicable fees for software based on a linear depreciation monthly over 10 year useful life, in which case County will cease all use of software and return it to Contractor. 6.2.2.1 Exceptions: Contractor will have no defense or indemnity obligation for any Claim based on: (i) modifications by someone other than Contractor; (ii) software has been modified by Contractor in accordance with County-provided specifications or instructions; (iii) use or combination by the County of software with Third Party Products, open source or freeware technology; (iv) Third Party Products, open source or freeware technology; (v) a product that is used or located by County in a country other than the country in which or for which it was supplied by Contractor; (vi) possession or use of a product after Contractor has informed County of modifications or changes required to avoid such Claim and offered to implement those modifications or changes, if such Claim would have been avoided by implementation of Contractor's suggestions and to the extent County did not provide Contractor with a reasonable opportunity to implement Contractor's suggestions; or (vii) the amount of revenue or profits earned or other value obtained by the use of Products, or the amount of use of the Products. “Third Party Products” means any products made by a party other than Contractor, and may include, without limitation, products ordered by County from third parties. However, components of Contractor branded Products are not Third Party Products if they are both: (i) embedded in Third Party Products (i.e., not recognizable as standalone items); and (ii) not identified as separate items on Contractor’s price list, quotes, order specifications forms or documentation. 6.2.3 The foregoing states Contractor’s entire liability, and County’s sole and exclusive remedy except as provided at law or equity, with respect to any infringement or misappropriate of any intellectual property rights of another party. 6.3 INSURANCE: 6.3.1 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. 6.3.2 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. 6.3.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.3.4 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. SERIAL 190236-RFP 6.3.5 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. 6.3.6 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. 6.3.7 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. 6.3.8 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. 6.3.9 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. 6.3.10 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. 6.3.11 Cyber: Policy Limit: 6.4.14.1 The policy shall be issued with minimum limits of $100,000. 6.4.14.2 The policy shall include coverage for all directors, officers, agents and employees of the Contractor. 6.4.14.3 The policy shall include coverage for third party fidelity. 6.4.14.4 The policy shall include coverage for theft. SERIAL 190236-RFP 6.4.14.5 The policy shall contain no requirement for arrest and conviction. 6.4.14.6 The policy shall cover loss outside the premises of the Named Insured. 6.4.14.7 The policy shall endorse (Blanket Endorsements are not acceptable) the Department as Loss Payee as our interest may appear. OR 6.3.12 Technology Errors & Omission Insurance: Each claim $2,000,000 Annual Aggregate $2,000,000 Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this Contract. In the event that the Tech E&O insurance required by this Contract 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 (2) years, beginning at the time work under this Contract is completed. 6.3.13 Certificates of Insurance: 6.4.23.1 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. 6.4.23.2 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. 6.4.23.3 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. 6.3.14 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. 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. 6.4 FORCE MAJEURE: 6.4.1 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, SERIAL 190236-RFP 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. 6.4.2 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. 6.4.3 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. 6.4.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non-performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion. 6.5 WARRANTY OF SERVICES: Service and/or Repair Warranty: 6.5.1 The Warranty shall cover all parts and labor for a period of ninety (90) days once accepted by the County. Any manufacturer warranty beyond ninety (90) days shall be passed on to the County. Project and/or New Installation Warranty: 6.5.2 The Warranty shall cover all parts and labor for a period of one (1) year once accepted by the County. Any manufacturer warranty beyond one (1) year shall be passed on to the County. 6.6 INSPECTION OF SERVICES: 6.6.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires. 6.6.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.6.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 6.6.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.6.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.6.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: SERIAL 190236-RFP 6.6.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.6.4.2 Terminate the Contract for default. 6.7 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. 6.8 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: 6.8.1 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. 6.8.2 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. 6.9 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. 6.10 BACKGROUND CHECK: Contractors 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 Contractor, subcontractors and employees. 6.11 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. 6.12 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 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: SERIAL 190236-RFP 6.12.1 Cancel the stop work order; or 6.12.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract. 6.12.3 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. 6.13 TERMINATION FOR CONVENIENCE: Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.14 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: 6.14.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension; 6.14.2 Make progress, so as to endanger performance of this Contract; or 6.14.3 Perform any of the other provisions of this Contract. The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such 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. 6.15 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 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. 6.16 CONTRACTOR LICENSE REQUIREMENT: 6.16.1 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. SERIAL 190236-RFP 6.16.2 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. 6.17 SUBCONTRACTING: 6.17.1 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 Contract Number and identify the job project. 6.17.2 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 or the County has approved the increase. 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. 6.18 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. 6.19 ADDITIONS/DELETIONS OF REQUIREMENTS: The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.20 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. 6.21 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. 6.22 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. 6.23 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. SERIAL 190236-RFP 6.24 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 Governor of the State of Arizona 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. 6.25 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 6.25.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, it’s current officers and directors; 6.25.1.1 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; 6.25.1.2 have not within three (3) year period preceding this Contract; 6.25.1.3 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 6.25.1.4 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; 6.25.1.5 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. 6.25.1.6 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. 6.25.2 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. 6.26 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.26.1 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 SERIAL 190236-RFP 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. 6.26.2 The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.26.1 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. 6.27 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: 6.27.1 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, 6.27.2 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 DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS. 6.28 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. 6.29 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.29.1 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 SERIAL 190236-RFP 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. 6.29.2 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. 6.30 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. 6.31 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. 6.32 CONFIDENTIAL INFORMATION: Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. 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 fifteen (15) business days of the written request to do so. 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. 6.33 PUBLIC RECORDS: Under Arizona law, all Contracts are public records and must be retained by the Records Manager at the Office of Procurement Services. Contracts shall be open to public inspection and copying after Contract award and execution, except for such Contracts or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. 6.34 PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services. SERIAL 190236-RFP 6.35 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. 6.36 RELATIONSHIPS: 6.36.1 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. 6.36.2 The County reserves the right of final approval on proposed staff for all Task Orders. 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. 6.37 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. 6.38 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail. 6.39 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.39.1 Exhibit A, Vendor Information & Pricing; 6.39.2 Exhibit B, Scope of Work; 6.39.3 Exhibit C, Facilities Management Requirements NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003-2494 For Contractor: CML Security 1785 W 160TH AVE STE 700 Broomfield, CO 80023 SERIAL 190236-RFP SERIAL 190236-RFP SERIAL 190236-RFP EXHIBIT A VENDOR INFORMATION AND PRICING SERIAL 190236-RFP NIGP CODE: RESPONDENT NAME: CML SECURITY COUNTY VENDOR NUMBER : ADDRESS: 1785 West 160 Ave. Suite 700 Broomfield, CO 80023 P.O. ADDRESS: TELEPHONE NUMBER: 720-466-3650 FACSIMILE NUMBER: 720-438-7573 WEB SITE: WWW.CMLSECUIRTY.US REPRESENTATIVE: Cameron Cheuvront REPRESENTATIVE E-MAIL: ccheuvron@cmlsecurity.us YES NO WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE SERVICES UNDER [ X] THIS CONTRACT: [ ] WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: [ X] [ ] WILL OFFER REBATE (CASH OR CREDIT) FOR UTILIZING PROCUREMENT CARD: [X] [X] NET 30 DAYS PRICING Regular Business Weekends/ TIME AND MATERIALS LABOR UOM Hours After Hours Holidays Project Executive HR $140.00 $210.00 $280.00 Project Manager HR $130.00 $195.00 $260.00 Programmer/Software Developer HR $130.00 $195.00 $260.00 Project Engineer HR $120.00 $180.00 $240.00 CAD / Draftsman HR $90.00 $135.00 $180.00 Project General Superintendent HR $130.00 $195.00 $260.00 Superintendent HR $130.00 $195.00 $260.00 SEC Technician HR $120.00 $180.00 $240.00 DEC Foreman HR $130.00 $195.00 $260.00 DEC Journeyman HR $130.00 $195.00 $260.00 DEC Apprentice HR $120.00 $180.00 $240.00 Electronics Shop Technician HR $100.00 $150.00 $200.00 SERIAL 190236-RFP TIME AND MATERIALS PARTS (COST PLUS or LIST MINUS) MARKUP *Contractor shall use whichever pricing is most advantageous to the County at time of purchase COST PLUS LIST MINUS Parts (includes FOB Destination Freight Prepaid shipping) 30% 20% Does contractor Agree SOFTWARE & THIRD PARTY SERVICES UOM to terms? Software Agreements NTE 2% or $500 (not to exceed $500) 2% Agree Licensing per camera NTE 2% 2% Agree Annual Technical/Hardware Support Agreements NTE 2% or $500 2% Agree (not to exceed $500) Third-party certification training NTE 2% 2% Agree SERIAL 190236-RFP EXHIBIT B SCOPE OF WORK 1.0 INTRODUCTION: This contract is to obtain a contractor to perform maintenance, repair, parts, programming, and upgrades to existing systems including the following; closed circuit televisions, door controls, programmable logic controller, public address systems, intercoms, nurses’ call, panic call, parking lot automatic gates, and other electronic equipment at detention facilities and other County buildings integrated through Indusoft Software and related hardware/software components. 2.0 PERFORMANCE REQUIREMENTS: Contractor shall work mainly with Maricopa County Facilities Management Department (FMD) to perform work as requested for hardware and software application and comply with all applicable statutes, laws, executive orders, codes, standards and regulations. This contract will serve the following buildings but more may be added at a later date: Building Name Building #(s) Durango Jail 1601-1609, 1620, 1621, 1625 Towers Jail 1611-1619 4th Ave Jail 3316 LBJ Food Factory 1962 Lower Buckeye Jail 1961 Estrella Jail/ Tents 1403, 1411,1412 Swat Barn 1971 Gila Bend Jail 2201 MCSO Property and Evidence 1952 MCSO Impound Lot 1970 The work shall include maintaining existing systems; the performance of service call work, recurring work, including software trouble shooting and resolution, and indefinite quantity work for all card access security access points, hardware to include but not limited to: video surveillance systems, programmable logic controller, electrical locks, card readers, communications board, power supply, battery, etc., previously installed and which are part future installations. The Contractor is required to have access to replacement parts (or keep such parts available), which will function with the systems to be serviced. Any part that is to be replaced must be replaced with a new from manufacturer equivalent part. New equipment that is to be installed must achieve fit and functions with equipment already in service. Any variance must be approved by the County before installation. For any new system installed by the contractor, two (2) paper copies or the electronic copy of the OEM manual MUST be submitted to the County. Work may be required which results in addition to the system or new systems. All drawings, data sheets, and product specifications will be submitted to and approved by FMD. Contractor is required to maintain and possess agreements with all of the following software/hardware dealers: Indusoft Harding Genetec 3.0 SOFTWARE: The Contractor agrees to arrange all new software licenses as stipulated by the supplier. The Contractor also agrees to supply the County appropriate software maintenance quotes for full support and maintenance SERIAL 190236-RFP of all system software as available from the supplier, as requested. The administrative mark-up of all software licenses and maintenance agreements shall be included in the price schedule. 4.0 SOFTWARE SOURCE CODE Changes to the source code and/or system configuration for any related system shall be provided to the County within ten (10) days of work completion. These files shall be transferred by the most effective method depending on the amount of data. 5.0 MATERIALS: 5.1 Specifications, functionality, system capabilities and products presented are based on Indusoft Software and related hardware/software components. 5.2 This contract shall be used by the County to purchase stock parts and equipment to maintain related systems. The Contractor shall provide new and replacement hardware under this contract. 5.3 When in the best interest of the County, the County may utilize its own electronics commodity contracts to source electronics supplies. 6.0 PREVENTATIVE & CORRECTIVE MAINTENANCE PROGRAM: 6.1 The primary purpose of this preventative and corrective maintenance plan is to ensure that there is a very thoughtful and organized approach to the task of maintaining the County’s security electronics and detention equipment. 6.2 As needed, the plan will be periodically updated to incorporate facility and equipment changes, resource adjustments, and new maintenance technologies. The contractor shall fully execute this program in conjunction with Maricopa County, thereby enhancing the learning environment by reducing operational disruptions and minimizing long-term investment in equipment repairs. 7.0 CONTRACTOR’S STAFF RESPONSABILITIES: 7.1 Division Manager: Manages the department and all Contractor’s Maintenance Staff and is accountable for all contracts and obligations between Contractor and assigned County customers. 7.2 Project Manager: Serves as the single point of contact for the Facilities Manager Department for all contract administration activities. 7.3 Lead Technician: Serves as the onsite manager for all daily maintenance activities and technicians. 8.0 COUNTY STAFF RESPONSABILITES: Facilities Manager Department: The Facility Management Department shall ensure compliance of the maintenance agreement, by Contractor and will also ensure that the facility (ies) are supporting the maintenance activities as needed for example: escorting, shut downs and security concerns as they arise. 9.0 MAINTENANCE PRIORITIES AND PROCEDURES: The following are the priority levels for maintenance work: 9.1 Emergency: Eminent life safety threat or operational disruption that could cause the closure of schools, or nearby buildings. 9.2 Safety/Security: Identified problem that could result in injury if not corrected in a timely manner. (Includes fire marshal identified deficiencies, etc.) SERIAL 190236-RFP 9.3 Corrective Maintenance: Action required in repairing a facility system, equipment item, or building component that is not functioning properly, or was damaged. 9.4 Preventative Maintenance: Scheduled inspection of routine maintenance tasks that if not completed, could result in premature failure of a facility system or equipment item. 9.5 Support Services: Upon request, the maintenance department can assist the facility with special events or additions to the systems. As much advance notice as possible is requested so that this support can be de-conflicted with other work requirements. 10.0 WORK ORDER DOCUMENTATION AND PROCEDURES: 10.1 Contractor may have a comprehensive cloud-based work ticket and work documentation system that logs all necessary work request information into a central database, these include items such as location of work, description of work, priority, materials to complete, and hours to perform, remaining life, tech identity, outstanding issues, etc. This information is required for the Contractor to plan as well as evaluate performance. 10.2 To obtain the greatest effectiveness from the work order system, all work requests and activities performed by maintenance Contractor’s staff must be recorded on the cloud-based documentation systems. 10.3 This may be accomplish through 4 separate and distinct documents, all shared with the owner: 10.3.1 Work Ticket Generation Module 10.3.2 Preventative & Corrective Maintenance Log 10.3.3 Compliance Log 10.3.4 Inventory Log 10.4 Work Order/Ticket Generation Module: The work order system starts with the work ticket generation. Work tickets can be generated by anyone who is authorized through our online portal. 10.5 Preventative & Corrective Maintenance Log: The preventative and corrective maintenance log is a central database where all Contractor’s maintenance personnel are required to enter the data created after a preventative or corrective (work order item) has been completed. It serves as a tool to analyze the performance of the maintenance project, trending equipment failures, life cycle cost analysis, etc. This log is also cloud based and available to anyone with an Internet connection. It serves as a living breathing current snapshot of all maintenance activities. 10.6 Compliance Log: The Contractor’s compliance log serves as the primary communication tool between CML and the owner for all outstanding items to be addressed by either CML or the owner’s staff. We endeavor to keep all direction, requests, concerns located in the one central location until they are completely resolved and signed off by all parties in the monthly owner meetings. 10.7 Inventory Log: The CML inventory log tracks the attic stock/spare parts that are kept on hand for equipment repairs under the maintenance contract. 11.0 LONG RANGE PLANNING: 11.1 The Contractor will put in place a long-range maintenance planning in order to ensure the most cost-effective use of the County’s resources and the maximum useful life of County’s current and future equipment. 11.2 The Director of Maintenance will develop a facility-specific long-range planning process that includes the following components: 11.2.1 A property maintenance standard for safety and security; SERIAL 190236-RFP 11.2.2 An estimate of the work required to keep the property at the maintenance standard including routine and preventive maintenance workloads and inspection requirements and; 11.2.3 An estimate of the work required to keep the property at the maintenance standard including routine and preventative maintenance workloads and inspection requirements and; 11.2.4 An estimate of the on-going cost of operating the facility at the maintenance standard; 11.2.5 An equipment analysis of the property to determine if there are any capital improvements needed to make the staff more efficient; 11.2.6 A cost estimate to provide the specified capital improvements; and 11.2.7 A revised work plan and cost estimate of maintaining property at the improved standard. 11.3 Each Facility-Specific Plan will be reviewed and approved by FMD, once both parties are in agreement of the Facility-Specific Plan the contractor shall provide a copy to FMD and maintain a copy for audit records. SERIAL 190236-RFP EXHIBIT C FACILITIES MANAGEMENT REQUIREMENTS 1.0 HOURS OF SERVICE (any fluctuations to these hours will be handled in the Solicitation): 1.1 REGULAR HOURS are between the hours of 6:00 AM and 6:00 PM, Monday through Friday, excluding County holidays. 1.2 AFTER HOURS are between the hours of 6:00 PM and prior to 6:00 AM, Monday through Friday. 1.3 WEEKENDS are anytime on a Saturday or a Sunday. 1.4 HOLIDAYS are County holidays. 1.5 Services shall be available 24 hours per day, 7 days per week, 365 days per year. 1.6 The Facilities Management Parts Warehouse is open for deliveries between the hours of 7:00 AM to 3:00 PM weekdays except for County holidays. 2.0 BEGINING OF WORK: 2.1 Contractor shall provide 24 hours per day, 7 days per week, 365 days per year telephone access, and respond to a call for services within thirty (30) minutes of receipt via phone or email. 2.2 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall respond on-site to begin work within four (4) hours of receipt of a service request unless arranged for a later date/time with the County per the work order or notice to proceed. 2.3 The four (4) hour response time shall carryover to the next working day if called into Contractor’s office as a non-emergency call after 2:00 PM. The Contractor will be required to begin work by 8:00 AM the following day. 2.4 Contractors shall respond to EMERGENCY requests immediately and report on-site to begin work within two (2) hours service call request regardless of the time of day, WEEKEND or HOLIDAY. 3.0 TRIP CHARGE: One-time trip charges of $50.00 (one per work order) are permitted when Time and Materials work is requested at the following sites ONLY: 3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) 3.2 County offices located in Gila Bend, AZ 3.3 County offices located in Buckeye, AZ 3.4 County offices located in Aguila, AZ 4.0 DEAD END CHARGE: If the contractor is unable to locate a County representative familiar with the work or is unable to gain access to the work site, the Contractor shall call the County Boiler Room (602-506-3310). The Boiler Room technician will give contractors further instruction at this time. If the Contractor is delayed or turned away, a $50.00 trip charge shall be authorized by the County. SERIAL 190236-RFP 5.0 CONTRACTOR REQUIREMENTS: 5.1 Contractor shall provide and maintain during the entire period of this contract, all labor, supervision, materials, effort, tools, and equipment sufficient in number, condition and capacity to efficiently perform the work and render the services required by this contract. Contractor shall provide evidence of his ability to furnish equipment and personnel. The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented. 5.2 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. Upon completion of work, the Contractor is responsible for cleaning and removing from the job site; all debris, materials, and equipment associated with the work performed and County property is restored to the same condition prior to start of the job. Such disturbances may include, but are not limited to: loose dirt, dislocated gravel; removed vegetation; footprints; old asphalt/concrete; etc. Documentation will be performed through an audit and feedback system of contract administration. If an inspection reveals that the Contractor failed to clean up after work has been performed, the County will notify the Contractor of the discrepancy and the Contractor will have twenty-four (24) hours to make the needed correction. Should the Contractor fail to correct noted issues, 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. 5.3 The Contractor shall perform all services in such a manner that does not damage County property. In the event damage occurs to Maricopa County property, or any adjacent property due to any services performed under this contract, the Contractor shall notify the County representative immediately of damages and replace or repair the same at no cost to the County. If damage caused by the Contractor has to be repaired or replaced by the County, and the cost of such work shall be deducted from the monies due the Contractor. 5.4 Contractors must have a facility sufficient to support the work contemplated by this contract within 50 miles of 401 W Jefferson St, Phoenix AZ 85003. 5.5 The County will inspect vendor facilities prior to award and reserves the right to make award based on the condition and quality of vendor facilities and equipment. 5.6 The Contractor agrees to utilize only experienced, responsible, and capable people in the performance of the work. 5.7 All vehicles used by Contractor shall be clearly identified with the name of the company on each side of the equipment, including personnel transportation vehicles. The letters shall be of such size that they are distinguishable from a reasonable distance. 5.8 All employees of the Contractor shall wear a company uniform identified with the company name consisting of a minimum of one of the following: Shirt/blouse Vest Cap 5.9 Only authorized employees of the Contractor are allowed on the premises of Maricopa County. 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. 5.10 All work must comply with EPA, OSHA, and any State, County, or local regulations in effect at each service location. Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the jobsite. If the Contractor is found not to be in compliance with Federal, State, County, and/or Municipal safety SERIAL 190236-RFP rules, ordinances, policy, procedure, or codes, the County may, in accordance with the “Suspension of Work” clause of the contract, suspend the work without cost to the County until such non-compliant issues are rectified to the satisfaction of the Using Agency. Continued non- compliance may result in termination. 6.0 BUILDING ACCESS: 6.1 The Contractor may be provided access to County Facilities at the discretion of Facilities Management. keys, badges, or access cards will be provided per the following guidelines: 6.2 Contractor employees may sign out a set of keys (all looped on a single key ring) upon arrival at site, and must turn-in key set after completion of duties unless they are issued a permanent key. 6.3 Permanent keys may be provided to Contractor employees on a case-by-case basis. Should an employee leave the Contractor’s work force, Contractor must immediately notify the County and keys, badges, and access cards must be returned to the County. 6.4 The Contractor shall notify the County within twenty-four (24) hours if any keys, badges, or access cards are lost, misplaced, stolen or otherwise not within the Contractor’s control. 6.5 Once this agreement is complete, expired, or terminated, the Contractor shall immediately return all keys, badges, or access cards to the County. 6.6 Failure to comply with these requirements may result in the Contractor being assessed the cost of replacing keys or access cards and any associated cost to ensure the security of County facilities including but not limited to, re-keying the ENTIRE building at the expense of the Contractor. 7.0 WARRANTY: 7.1 Service and/or Repair Warranty: The Warranty shall cover all parts and labor for a period of ninety (90) days from formal acceptance by the County. Any manufacturer warranty beyond ninety (90) days shall be passed on to the County. 7.2 Project and/or New Installation Warranty: The Warranty shall cover all parts and labor for a period of one (1) year from formal acceptance by the County. Any manufacturer warranty beyond one (1) year shall be passed on to the County. 8.0 CANCELLATION COST: Any scheduled work cancelled without a minimum of 48 hours prior notice to the County will be rescheduled with the Contractor and is subject up-to a 25% reduction of the cost. 9.0 SALVAGE: Salvage and trade-in rights shall be evaluated on a project-by-project basis by the County and shall be determined prior to incorporation in the contractor’s bid price. Salvageable materials without pre-approved contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County. If Contractor is given salvage rights, salvageable materials shall be removed daily. On-site storage of contractor’s salvaged materials is not permitted. 10.0 DELIVERY: 10.1 Delivery shall be made to the County no later than 3:00 PM on the seventh (7th) calendar day after order is received. 10.2 Exceptions to delivery schedule will be special order items that must be identified to the County. SERIAL 190236-RFP 10.3 Maricopa County reserves the right to obtain material on the open market in the event vendors fail to make delivery and charge any price differential to the vendor. 10.4 Delivery will be made to the following address: FACILITIES MANAGEMENT DIVISION (FMD) WAREHOUSE 2401 S. 28th Dr. Phoenix, AZ 85009 Warehouse Manager: 602-506-1935 Warehouse Specialist: 602-506-1943 Receiving hours: 7:00 AM – 3:00 PM 11.0 FACILITIES MANAGEMENT INVOICES AND PAYMENTS: 11.1 Payment terms shall be calculated based on the date a properly completed invoice is received by the County. 11.2 Contractors shall provide the County with invoices no later than fourteen (14) days after all services and delivery of goods are complete and accepted by the County rendered final. 11.3 Invoices should contain all of the following information at a minimum: Company name, address and contact information County bill-to name and contact/requestor information Building name and building number County purchase order number Contract or BidSync agreement number Maximo (Facilities Management) work order number Invoice number and date Date of service or delivery (for Project work: use “Completion date”) Description of services performed Line item description of parts and materials (Time and Materials work) Line item labor breakdown: arrival and completion time, rate per hour x no. of hours by personnel type (Time & Materials work) Total amount due with tax amounts separated (Time and Materials work). *On a separate line, clearly indicate the tax rate being applied Payment Terms as stated in the agreement 11.4 Questions regarding billing or invoicing shall be directed to the email address below. 11.5 Invoices shall be e-mailed to: FMD-ACCOUNTSPAYABLE@MAIL.MARICOPA.GOV SERIAL 190236-RFP 11.6 If invoices cannot be e-mailed, send by mail to: Maricopa County Facilities Management – Accounts Payable 401 W. Jefferson Phoenix, Arizona 85003 11.7 Payment shall be made to the Contractor by the Accounts Payable/Finance department through an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Contractor Registration Form located on the County Department of Finance Contractor Registration Web Site. http://www.maricopa.gov/Finance/Vendors.aspx 11.8 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. SERIAL 190236-RFP CML SECURITY, 1785 W 160TH AVE STE 700, BROOMFIELD, CO 80023 PRICING SHEET: NIGP CODE 99022 Terms: NET 30 Vendor Number: VS0000001910 Certificates of Insurance Required Contract Period: To cover the period ending April 30, 2021.