190266-IGA - MEMO OF UNDERSTANDING - KONE - FINAL.PDF
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ELEVATOR AND ESCALATOR MAINTENANCE, REPAIR, MODERNIZATION & NEW CONSTRUCTION CONTRACT # 190266-IGA MEMORANDUM OF UNDERSTANDING This is a Memorandum of Understanding (MOU) to the Elevator and Escalator Maintenance, Repair, Modernization & New Construction agreement 190266-IGA by and between Maricopa County (County) and KONE, Inc. (Contractor). The terms of this MOU include the following: 1.0 The Scope of Work/Technical Specifications and Terms and Conditions applicable to this MOU are attached as Exhibit A. 2.0 The Facilities Management Requirements applicable to this MOU are attached as Exhibit B. 3.0 The Pricing of this MOU is attached as Exhibit C. 4.0 Except as stated in this MOU, the terms and conditions of the City of Kansas City, Missouri Contract # EV2516 remain unchanged. 5.0 This MOU shall be approved on the latest date signed by all parties, and have an effective date of April 1, 2019 to November 30, 2024, with five (5) annual renewal options. 6.0 The undersigned parties hereby agree to the agreement described herein. KONE, Inc. AUTHORIZED SIGNATURE DATE PRINTED NAME AND TITLE MARICOPA COUNTY CHIEF PROCUREMENT OFFICER, DATE OFFICE OF PROCUREMENT SERVICES SERIAL 190266-IGA EXHIBIT A 1.0 SCOPE OF WORK/TECHNICAL SPECIFICATIONS: 1.1 Contractor shall work with the Maricopa County Facilities Management Department (FMD) to perform work. Other County departments may use this contract, however FMD is not responsible for payments from other County departments. 1.2 Contractor shall furnish all necessary labor, supervision, tools, equipment, parts, transportation, and all effort necessary to perform the required services at the County facilities designated. This is a preventative maintenance contract and is not a “run to failure” agreement, thus the Contractor shall replace worn parts when observed during normal routine maintenance prior to failure when possible. Further, it is the intent of this contract to avoid failure due to normal wear whenever possible. 1.3 Due to the nature of many County facilities operating on a seven (7) day per week, twenty-four (24) hour per day schedule, the Contractor shall make available to the County services 365 days per year, 24 hours per day. 1.4 Resident Account: Contractor shall assign a technician for Maricopa County sites forty (40) hours per week. 1.5 Contractor's Mechanic must check in and out with the County Representative on each visit in the downtown Phoenix complex. Removal of elevators from service shall be coordinated with and approved by FMD. 1.6 All labor under this full maintenance contract shall be at no additional cost, except for exclusions (See §1.16). Additionally, requested calls for entrapments shall be included in the full maintenance cost, on condition that the entrapment was not caused by vandalism. 1.7 The Scope of Work of this MOU includes but is not limited to: repairs, replacement (or alterations), cleaning and service of elevator and escalator and related equipment. 1.8 Work outside the scope includes, but is not limited to: cab lighting, car exhaust fans and other elevator and escalator related equipment not covered in this contract. 1.9 Repair work shall be performed with the use of one (1) technician. If needed, Contractor may dispatch one (1) helper (laborer) to aid the technician. Any additional technicians or helpers needed for a specific job must be pre-approved by the County. The invoice shall be notated with pre- approval, for example; “extra technician pre-approved by ‘person’s name”. 1.10 Contractor shall not make any changes to the specifications, method of fabrication or other requirements without the express prior written consent of the County. Any proposed changes shall be presented to the assigned County contact prior to the change taking effect. 1.11 Contractor shall utilize only original equipment manufacturer (OEM) parts as recommended by the manufacturer of the individual piece of equipment for replacement or repair, and use only those materials obtained from and/or recommended by the manufacturer(s) of the equipment. Equivalent alternate parts or materials may be presented to the assigned County contact prior to use. 1.12 Contractor shall coordinate all work schedules with the County before beginning any work which requires a utility outage or outage of equipment. Outages shall be arranged with the County in advance if possible and such work shall only be performed during approved times. Any equipment mistakenly taken out of service during work will be communicated to the County immediately. 1.13 REPLACEMENT OR OVERHAUL OF EQUIPMENT: 1.13.1 Equipment that has reached obsolescence or that is in need of an overhaul shall be evaluated by the Contractor and a written price estimate shall be presented to the County. SERIAL 190266-IGA If approved, replaced equipment shall be new or will be overhauled by an approved vendor. The County may or may not approve the work dependent on budgets and priority needs. 1.13.2 The County reserves the right to utilize its own sources for the purchase of new equipment or individual components. If the County exercises this right, the Contractor may be given the opportunity to install these items. 1.14 Contractor shall also comply with all requirements listed in Exhibit B FACILITIES MANAGEMENT REQUIREMENTS. 1.15 REPORTS: 1.15.1 Service, Maintenance, Repairs and Emergency Call Reports: 1.15.1.1 Frequency: Monthly 1.15.1.2 Contractor to supply a computer generated report on service, maintenance (PM), repairs, and emergency calls. These reports shall consist of preventative maintenance report records and trend logs on all equipment in this contract. The reports shall be provided to FMD. Trend log reports shall list and compare all repairs, emergency calls, and preventative maintenance for each elevator. The reports must be in Microsoft Excel format. These reports shall include comparison with all other County elevators. Reports shall contain the following information: 1.15.1.2.1 Requestors Name 1.15.1.2.2 Contract Serial Number 1.15.1.2.3 FMD Building Number 1.15.1.2.4 Building Address 1.15.1.2.5 Machine And Car Number 1.15.1.2.6 Service Requesters Name And Phone Number 1.15.1.2.7 Time Mechanic Paged 1.15.1.2.8 Time Mechanic Responds To Page 1.15.1.2.9 Time Mechanic Arrival On Site 1.15.1.2.10 Time Work Is Completed 1.15.1.2.11 Mechanic's Name And Job Title 1.15.1.2.12 Number Of Calls Year-To-Date For Each Elevator 1.15.1.2.13 Description Of Problem With Elevator 1.15.1.2.14 Work And Parts Required For Repair 1.15.1.2.15 Is This A Re-Occurring Problem 1.15.1.2.16 Vandalism (Yes or No) 1.15.1.2.17 Billable (Yes or No) 1.15.1.2.18 Elevator Occupied During Failure (Yes or No) 1.15.2 Response for Regular Maintenance Inspection Report: 1.15.2.1 Frequency: After Each Inspection 1.15.2.2 Upon completion of regular maintenance inspection services the Contractor shall furnish a written report of each inspection to the FMD technical specialist. Reports shall advise of any repairs or repair parts that are necessary to maintain the equipment in acceptable operating condition, as set forth in these specifications. 1.15.2.3 Correction Orders: 1.15.2.3.1 Acknowledge receipt of all correction orders within one (1) business day. SERIAL 190266-IGA 1.15.2.3.2 Identify all facility responsibility items within two (2) business days. 1.15.2.3.3 Request any and all extensions and copy FMD within seven (7) business days of receipt of correction order. 1.15.2.3.4 Provide to FMD completion notice three (3) business days prior to abatement date. 1.16 EXCLUSIONS: 1.16.1 The following work is excluded from this contract and is not the responsibility of the Contractor. 1.16.1.1 Main power supply feeders, switches and fuses. 1.16.1.2 Fire alarm devices and wiring up to the controller. 1.16.2 Some elevator sites are monitored by computer equipment. The sites below have such monitoring devices. The Contractor shall not be responsible for this equipment: 1.16.2.1 East Court Building 1.16.2.2 Central Court Building 1.16.2.3 West Court Building 1.17 BUILDINGS SCHEDULED FOR ELEVATOR RENOVATION/MODERNIZATION: The County will have the option to complete renovation or replacement of any elevator currently under this contract, in any manner deemed to be in the best interest of the County. If the renovation or replacement of any elevator is completed through an agreement other than this contract, the Contractor shall not be responsible for the maintenance of the renovated or replaced elevator until the warranty period applicable to the renovation or replacement expires. 1.18 ELEVATOR/ESCALATOR OUT OF SERVICE MORE THAN FIVE DAYS: If an elevator/escalator is down for more than five (5) calendar days, Contractor shall deduct for the total monthly maintenance cost for that elevator. An exemption to the five day limit may be allowed, if approved by both parties. 1.19 TRACTION ELEVATORS: Under the full maintenance program, the Contractor shall maintain the following, repair or replacement parts as necessary, but not limited to: 1.19.1 Machine drive sheave, drive sheave shaft bearings, brake pulley, brake coil, brake contacts, linings and component parts, gears, worms, thrusts. 1.19.2 Motor and motor generator, motor and generator windings, rotating element, commutator, brushes, brush holders and bearings, SCR variable voltage drives and components. 1.19.3 Controllers, selector and dispatching equipment, all relays, solid state components, resistors, condensers, transformers, contacts, leads, dashpots, timing devices, computer devices, steel selector tape or cable and mechanical and electrical driving equipment. 1.19.4 Governor, governor sheave and shaft assembly, bearings, contacts and governor jaws. 1.19.5 Deflector, car and counterweight sheaves, bearings, car and counterweight buffers, car and counterweight guide rails and brackets, top and bottom limit switches, governor tension SERIAL 190266-IGA sheave assembly, compensating sheave assembly, counterweight and counterweight guide shoes including rollers and gibs. 1.19.6 Hoist way door interlocks, hoist way door hangers, bottom door guides and auxiliary door closing devices. Automatic door operator, car door hanger, car door contact, all door protective devices, load-weighing equipment, car frames, car safety mechanism, platform, platform flooring, elevator car guide shoes, gibs and rollers, signal and operating fixtures including lights, buzzers and gongs and all signal and operating fixtures. 1.19.7 Renew all wire ropes as often as is necessary or if 'bleeding' or fraying occurs to maintain an adequate factor of safety, and equalize the tension on all hoisting ropes. Repair or replace conductor cables and hoist way and machine room elevator wiring, as included in the full maintenance service at no additional cost to the County. 1.19.8 Shorten and reshackle hoist cables if stretching of ropes makes this necessary. 1.19.9 For freight elevators with vertical lifting or collapsible car gates and hi-parting, vertical lifting doors or hoist way gates or sidewalk doors, the Contractor shall: 1.19.9.1 Keep car gates in balance for easy operation, renew or repair interlocks and retiring cams, replace damaged door astragals and worn door guides. 1.19.9.2 The Contractor shall check the condition and operation of the scanning device and safety edges on car doors and of light rays on car at every visit and, if light rays are inoperative, shall repair them within twenty-four (24) hours. If, in the Contractor's opinion, the light rays are not maintainable, Contractor shall replace them at no cost to the County and units shall be solid state "Duo Path" as manufactured by the Innovation Company or T.L. Jones electronic scanning devices. 1.19.9.3 Contractor will be required to provide stand-by for A.C. mechanic to maintain elevator self-contained air conditioners at no cost to the County. 1.20 HYDRAULIC ELEVATORS: Under the full maintenance program, the Contractor shall maintain the following, repair or replacement parts as necessary, but not limited to: 1.20.1 Pumping plant, valves, exposed piping, fittings, pistons (unless damaged by corroded cylinder failure), packing, tank, heaters and mufflers. 1.20.2 Materials covered by traction elevators as applicable. 1.20.3 Furnish all oil, lubricants, packing and other materials required. 1.21 ESCALATORS: Under the full maintenance program, the Contractor shall maintain the following, repair or replacement parts as necessary, but not limited to: machine brake, sprockets, drives, handrails, and step chains, chain and step rollers and bearings, comb teeth, step treads, tracks, all bearings for sprockets, sheaves, newel wheels, contacts, coils and skirt switches. 1.22 DUMBWAITERS: Under the full maintenance program, the Contractor shall maintain the following, repair or replacement parts as necessary, but not limited to, the same as traction elevators as outlined in § 1.19. SERIAL 190266-IGA 1.23 EQUIPMENT PERFORMANCE REQUIREMENTS: Elevators shall be adjusted to meet the following basic performance standards and shall maintain these standards for the life of the contract: 1.23.1 Operating characteristics: 1.23.1.1 Starting, acceleration, stopping, leveling shall be smooth and free from jars or bumps. 1.23.1.2 Full speed riding shall be without swaying or vibration. 1.23.1.3 Elevator and door operation shall be quiet. 1.23.1.4 Stop made upon operation of emergency stop switch shall be more rapid than routine stop but not violent. 1.23.1.5 Door pressure shall be maintained below thirty (30) pounds. 1.23.1.6 Maintain accurate leveling of ± 3/8" under all loading conditions, floor-to- floor times, and cycle times. 1.23.1.7 Group Supervisory System: Keep duplex and group contract system operating at design criteria at all times. 1.24 ELEVATOR TESTS: Create a form for each test performed in this section, at the specified intervals, which describing tests, and deliver a signed copy to the County after a successful test has been concluded. This form will also describe any malfunctions along with any corrective action taken. 1.24.1 Fire Service Circuits: Elevators provided with fire service or other special circuits shall be tested semi-annually to make certain that these devices are operating correctly and as designed. Contractor shall advise the County at least one (1) week in advance of these tests so that the County's representative can accompany the mechanic at the scheduled test. These tests will be scheduled after normal working hours or weekends. The Contractor shall coordinate with the fire alarm Contractor to ensure proper operation. Fire service test shall include testing of each combustion detector where installed. (See also §1.16). 1.24.2 Hydraulic Fluid Test: During the first year and every year thereafter, the Contractor will sample fluid on all hydraulic elevators. The sample will be forwarded to an approved laboratory for analysis. Analysis reports will be forwarded to the County. The Contractor shall take the necessary corrective action on all discrepancies noted by the Analysis Report. 1.24.3 Annual No-Load and Full-Load Test/Safety Mechanisms Test: The Contractor shall examine periodically, the car safety devices and governors and conduct a full-load test, full-speed test of the safety mechanism, over-speed governors, and car and counterweight buffers every five (5) years. The car balance shall be checked electrically and the governor adjusted. If required, the governor shall be recalibrated and sealed for proper tripping speed. No-load test shall be conducted annually. These tests shall be witnessed by the County representative responsible for that building and a written report shall be furnished indicating the results of such test. Reports shall be directed to the County representative. These tests shall comply with the requirements of the American Standard Safety Code for Elevators and the City of Phoenix Elevator Division and shall be SERIAL 190266-IGA witnessed by the County's representative. All testing shall be such as to permit annual licensing by the local jurisdiction having authority. All elevators listed in Exhibit C, PRICING have had a 5-year test. 1.25 COUNTY'S RIGHT TO INSPECT: 1.25.1 The County may elect to have the performance of specific elevators evaluated and test witnessed by a neutral party at intervals not more frequent than annually. The Contractor shall provide the necessary manpower and tools, instruments, test weights, etc. required without additional cost to the County to conduct the tests. The cost (if any) of the neutral party shall be incurred by the County. 1.25.2 The County may retain the services of an independent elevator consultant to inspect the elevator performance covered under this maintenance contract. These inspections may be made on a yearly basis during the course of this contract. The cost of this independent consultant shall be incurred by the County. 1.25.3 The elevator consultant will issue the results of these inspections to the County. If non- compliance items are included in the report, the County will issue a punch list to the Contractor who shall complete those items within thirty (30) days after notice at no additional cost to the County, providing the punch list items are covered under the maintenance program. 1.26 STATE AND/OR CITY INSPECTIONS: Submit to the County Representative corrective action on all noncompliance items from inspection conducted by State and/or local municipality elevator inspectors, in writing, within thirty (30) days of the inspection. 1.26.1 Semi-annual Inspection By Local Municipalities: It shall be the Contractor’s responsibility to coordinate technician support with municipal authorities should they require their presence during such test. 1.27 ELEVATOR KEYS: All keys used on the elevators for the purpose of maintenance or any services are the property of the Maricopa County Facilities Management Department and upon termination of this contract, shall be delivered to the Facilities Management Department. Keys include, but are not limited to: machine room keys, hoist way access, service cabinets, light and fan, photo eye, lockouts, fire emergency, emergency service, electrical cabinets, spare parts cabinet and emergency exit. Keys shall not be duplicated for any reason without permission from the Facilities Management Department. 1.28 ELEVATOR HOUSEKEEPING: 1.28.1 Within the first three (3) months this contract is in effect, the Contractor shall thoroughly clean all elevator hoist ways, pits, car tops and machine rooms. In addition, during the same period of time, all car and hoist way door tracks, hangers, interlocks and closures shall be cleaned, lubricated and adjusted. Scheduled cleaning must be on-going and performed at the following minimum intervals or more frequently, when conditions warrant: 1.28.1.1 Quarterly: Car tops, pits, machine rooms. 1.28.1.2 Semi-Annually: Hoist ways and door equipment. 1.28.2 The exterior of the machinery and any other parts of the equipment subject to rust shall be properly prepared, then painted and kept presentable at all times. Prior notification and SERIAL 190266-IGA approval by the technical specialist staff of FMD shall be obtained. The motor windings and control coils are to be periodically treated with proper insulating compound. 1.28.3 The Contractor shall promptly remove all debris resulting from any work. Debris such as wiping rags, empty oil cans, trash from pits, etc. will be put in closed metal containers as directed by the County and properly disposed of by the Contractor. 1.29 PARTS: 1.29.1 The Contractor shall keep in each machine room an adequate supply of contacts, switch parts, coils, contacts, springs, holders, resistors, relays, lamps, condensers, tubes, transformers, car and hall buttons, fuses and other parts which are required for immediate replacement together with an adequate supply of lubricants and wiping rags. All supplies shall be stored in metal cabinets or shelves and shall remain on the premises. Provide closed metal containers for oily rags. All replacement parts shall be obtained from the original manufacturer unless approved by the County. 1.29.2 Obsolete Parts: (Definition: OEM Parts not available and 3rd party vendor like parts) 1.29.2.1 The Contractor shall have the resources to access parts that are found to be obsolete. Obsolete parts must be brought to the attention of the FMD Life Safety staff. If parts cannot be replaced due to obsolescence and not available from any source, the Contractor shall: 1.29.2.1.1 Replace with current model of obsolete part, or 1.29.2.1.2 Manufacture a replacement part, or 1.29.2.1.3 Repair/rebuild the obsolete part, or 1.29.2.1.4 Recommend to the County other alternatives and/or upgrades. 1.29.3 Contractor shall certify that the original equipment manufacturer's major machine components such as motor elements, machine assemblies, worm gears and other special parts, not stocked locally, can be delivered by air freight within forty-eight (48) hours should emergency conditions warrant. Any such deliveries shall, however, be at no additional cost to the County (except for vandalism). 1.29.4 Upgrades: If it is determined that elevator controls/mechanisms are obsolete due to technical advancements, the Contractor may be asked to provide a written cost estimate to the County for replacement. The County may obtain cost estimates from outside this contract to ensure pricing is fair and reasonable. 1.30 WIRING AND CONSTRUCTION PRINTS: 1.30.1 All wiring and construction printing or diagrams of elevator systems covered under this contract are the property of the County and upon termination of this contract shall be delivered to the County. All changes in circuitry made by the Contractor shall be approved by FMD and properly recorded on the diagram including date of change and name of person making change. 1.31 TIME AND MATERIALS WORK AND PROJECT WORK: 1.31.1 Work requested that is not under the full maintenance program, shall be acquired through a Project Request for Quote or Time and Materials (T&M) Estimate. 1.31.2 Time and Materials work shall be limited to $25,000 unless in the case of emergencies. 1.31.3 Time and Materials hourly labor rates shall include all overhead, profit, and project coordination time. SERIAL 190266-IGA 1.31.4 All T&M work shall only require the County to issue a work order/project number to a Contractor as Authorization to Proceed. The work order/project numbers shall be included on the Contractor’s invoice. 1.31.5 Project Work shall mean work performed as an “all-inclusive price” for any amount when deemed to be more advantageous as opposed to being performed as Time and Materials work. The Contractor shall be provided a request for project quote containing a detailed Scope of Work. Contractor is not to submit their own project quote sheets. All terms and conditions are only those established under this agreement. The submitted project price quote is to be all-inclusive. Any cost overruns are to be absorbed by the Contractor, and cost savings to be additional profit. Exceptions to this are changes requested by the County that incur higher project cost and/or longer delays which may result in a change order. All change orders to a project must be in writing, referencing the contract serial number, and approved by the County prior to any authorization to proceed. The Contractor who fails to acquire change orders in writing runs the risk of incurring these additional costs without payment. 1.31.6 Project work to include modifications, upgrades, or any other work as deemed necessary by the County. 1.31.7 A construction tax may be applied to the total project cost. This is calculated at 65% of the retail tax rate applied to the combined labor and materials associated with project work. If Project Work, do not itemize labor and materials. 1.31.8 Dependent upon the complexity/nature of the project, a site meeting may be held to ensure the Contractor is aware of important issues regarding the project. 1.32 PREVENTATIVE MAINTENANCE SERVICE: 1.32.1 All Preventative Maintenance (PM) shall be performed in accordance with industry standards and manufacturer recommendations. 1.32.2 Repairs may be initiated during a PM Service with permission of the County. Contractor shall advise the County of the need for repairs and a separate work order may be issued if work is approved. 1.32.3 PM and/or repair work shall be billed individually (per work order) and not bundled together on an invoice. 1.33 ASBESTOS ABATEMENT: 1.33.1 Contractor shall notify the County immediately of any concerns regarding asbestos or other hazardous conditions. 1.33.2 Any asbestos or other hazardous conditions discovered on the site that would impact the repairs must be abated through a licensed asbestos abatement Contractor providing air quality and disposal certificates. This subcontracting can be coordinated either by the contractor or the County. 1.33.3 The Contractor, if certified to handle asbestos containing materials including: sampling, removal, abatement, and disposal, must submit proof of such with bid package. 1.34 ACCEPTANCE: Upon completion, services shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance. SERIAL 190266-IGA 1.35 BACKGROUND CHECK: Contractor needs 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 Contractor 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. 1.36 INVOICES AND PAYMENTS (ALL OTHER COUNTY DEPARTMENTS): 1.36.1 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) Pricing per unit of purchase Extended price Arrival and completion time (if applicable) Total Amount Due 1.36.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 1.36.3 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). 1.36.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 1.36.5 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. 1.37 APPLICABLE TAXES: 1.37.1 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. 1.37.2 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. SERIAL 190266-IGA 1.37.3 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. 1.38 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 and include the cost in the proposal price. 1.39 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. 1.40 PERFORMANCE: It shall be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor. 1.41 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. 1.42 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. SERIAL 190266-IGA 1.43 INSURANCE: 1.43.1 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. 1.43.2 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. 1.43.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 1.43.4 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. 1.43.5 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. 1.43.6 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. 1.43.7 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. 1.43.8 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. 1.43.9 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. SERIAL 190266-IGA 1.43.10 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. 1.43.11 Errors and Omissions Insurance: Errors and Omissions insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions of the Contractor, with limits of no less than $2,000,000 for each claim. 1.43.12 Certificates of Insurance: 1.43.12.1 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. 1.43.12.2 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. 1.43.12.3 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. 1.43.13 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. 1.44 FORCE MAJEURE: 1.44.1 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, SERIAL 190266-IGA lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. 1.44.2 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. 1.44.3 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. 1.45 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. 1.46 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: 1.46.1 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. 1.46.2 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. 1.47 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. 1.48 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. 1.49 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 SERIAL 190266-IGA is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either: 1.49.1 Cancel the stop work order; or 1.49.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract. 1.49.3 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. 1.50 TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 1.51 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: 1.51.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension; 1.51.2 Make progress, so as to endanger performance of this Contract; or 1.51.3 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. 1.52 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 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. 1.53 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. 1.54 SUBCONTRACTING: 1.54.1 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 project. SERIAL 190266-IGA 1.54.2 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. 1.55 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. 1.56 ADDITIONS/DELETIONS OF SERVICE: The County reserves the right to add and/or delete 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 Contract price. If additional services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 1.57 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 1.57.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain 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. 1.57.2 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. 1.58 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. 1.59 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. 1.60 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. SERIAL 190266-IGA 1.61 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. 1.62 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. 1.63 RELATIONSHIPS: 1.63.1 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. 1.63.2 The County reserves the right of final approval on proposed staff. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 1.64 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. 1.65 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 1.65.1 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; 1.65.1.1 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; 1.65.1.2 have not within a three (3) year period preceding this Contract: 1.65.1.2.1 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 1.65.1.2.2 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; 1.65.1.2.3 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 SERIAL 190266-IGA 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. 1.65.1.3 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. 1.65.2 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. 1.66 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 1.66.1 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. 1.66.2 The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 1.66.1 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. 1.67 CONTRACTOR LICENSE REQUIREMENT: 1.67.1 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. 1.67.2 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. SERIAL 190266-IGA 1.68 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: 1.68.1 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, 1.68.2 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. 1.69 CONFIDENTIALITY: In the course of the Contract, the County may disclose information that is proprietary or confidential. The Contractor agrees that 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 Contractor does disclose County proprietary or confidential information to a third party, it shall require the third party to acknowledge and comply with this provision. 1.70 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. 1.71 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. 1.72 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. 1.73 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. SERIAL 190266-IGA EXHIBIT B 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 190266-IGA 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 Contractor’s bidding on this solicitation may visit the sites to determine conditions that would affect prices and work performance. As some sites do have internal restrictions, a site visit may be scheduled if necessary. See GIS link for site directions: https://gisportal.maricopa.gov/FMD/Facility/Index.html 5.5 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. 5.6 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. 5.7 The Contractor agrees to utilize only experienced, responsible, and capable people in the performance of the work. 5.8 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. 5.9 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 5.10 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. SERIAL 190266-IGA 5.11 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 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. SERIAL 190266-IGA 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. 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 SERIAL 190266-IGA 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 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 190266-IGA EXHIBIT C PRICING 190266-Exhibit C-Pricing.xls