180241-CONTRACT-CLIFTONLARSONALLEN 8-14-18.PDF

CONT CT PURSUANT TO RFP
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This Contract is entered into this 29th day of August, 2018 by and between Maricopa County ("County"), a political
subdivision of the State of Arizona, and CliftonLarsonAllen LLP, a Minnesota limited liability partnership
("Contractor") for the purchase of Auditing and Consulting Services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of one (1) year, beginning on the 1" day of September, 2018 and ending
the 31" day of August, 2019.
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 basis 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 date. Requests for adjustment in cost of labor and/or materials must be supported by
appropriate documentation. The reasonableness of the request will be determined by comparing the request
with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price
terms, County shall issue written approval of the change and provide an updated version of the Contract. The
new change shall not be in effect until the date stipulated on the Contract.
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.

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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
Invoice number and date
Payment terms
Date of service or delivery
Quantity
Project Title
Hours by project team member
Pricing per unit of service
Extended Price
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
Forin 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 perfoitned 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;
transaction privilege taxes, unemployment compensation insurance, Social Security, and
Worker's Compensation.

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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 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.
3.7 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA' s):
County currently holds ICPA's with numerous governmental entities. These agreements allow
those entities, with the approval of the Contractor, to purchase their requirements under the terms
and conditions of the County Contract. It is the responsibility of the non-County government entity
to perform its own due diligence on the acceptability of the Contract under its procurement rules,
processes and procedures.
4.0 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.
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 During the Contract term, County may provide Contractor's personnel with adequate workspace for
consultants and such other related facilities as may be required by Contractor to carry out its
contractual obligations.
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.

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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 INSURANCE:
6.2.1 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.
6.2.2 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.
6.2.3 Contractor's insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
6.2.4 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.
6.2.5 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.
6.2.6 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,
6.2.7 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.
6.2.8 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

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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.
6.2.9 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.
6.2.10 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.
6.2.11 Errors and Omissions (Professional Liability) Insurance:
Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial
Umbrella insurance, which will insure and provide coverage for errors or omissions or
professional liability of the Contractor, with limits of no less than $2,000,000 for each
claim.
6.2.12 Certificates of Insurance:
6.2.12.1 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.
6.2.12.2 In the event any insurance policy(ies) required by this Contract is(are) written on
a claims made basis, coverage shall extend for two years past completion and
acceptance of Contractor's work or services and as evidenced by annual
Certificates of Insurance.
6.2.12.3 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.
6.2.13 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

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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.
6.3 FORCE MAJEURE:
6.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities
(whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military
or usurped power or confiscation, terrorist activities, nationalization, government sanction,
lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or
telecommunication service.
6.3.2 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.
6.3.3 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.
6.3.4 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.
6.4 WARRANTY OF SERVICES:
6.4.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the Contract, including all descriptions, specifications and attachments
made a part of this Contract. County's acceptance of services or goods provided by the
Contractor shall not relieve the Contractor from its obligations under this warranty.
6.4.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. Services
corrected by the Contractor shall be subject to all the provisions of this Contract in the
manner and to the same extent as services originally furnished hereunder.
6.5 INSPECTION OF SERVICES:
6.5.1 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.
6.5.2 Subject to the requirements of professional independence, 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.
6.5.3 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:

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6.5.3.1 Require the Contractor to take necessary action to ensure that future performance
conforms to Contract requirements; and
6.5.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
6.5.4 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:
6.5.4.1 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
6.5,4.2 Terminate the Contract for default.
6.6 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.
6.7 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION:
6.7.1 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.
6.7.2 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.
6.8 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.
6.9 BACKGROUND CHECK:
Contractors need to be aware that there may be multiple background checks (Sheriffs 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.
6.10 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.

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6.11 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:
6.11.1 Cancel the stop work order; or
6.11.2 Terminate the work covered by the order as provided in the Default, or the Termination for
Convenience clause of this Contract.
6.11.3 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.
6.12 TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days
advance notice to the Contractor.
6.13 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:
6.13.1 Deliver the supplies or to perform the services within the time specified in this Contract or
any extension;
6.13.2 Make progress, so as to endanger performance of this Contract; or
6.13.3 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.
6.14 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.

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6.15 CONTRACTOR LICENSE REQUIREMENT:
The Contractor shall procure all peiinits, 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.
6.16 SUBCONTRACTING:
6.16.1 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.
6.16.2 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.
6.17 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.
6.18 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.
6.19 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.
6.20 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.
6.21 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.
6.22 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

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supply to the other Party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.
6.23 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 Hazmemory az I ibrary. gov/cdm/single item/co llection/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.
6.24 ISRAEL BOYCOTT:
By signing this Contract, the Contractor certifies that they are in compliance with Article 9, A.R.S.
§ 35-393 et seq.
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;
6.25.1.2.1 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
6.25.1.2.2 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;
6.25.1.2.3 are not presently indicted or criminally charged by a government
entity (Federal, State or local) with commission of any criminal
offenses in connection with obtaining, attempting to obtain, or as the
result of performing a government entity public (Federal, State or
local) transaction or contract; and are not presently facing any civil
charges from any governmental entity regarding obtaining,
attempting to obtain, or from performing any governmental entity
contract or other transaction; and have not within a three (3) year
period preceding this Contract had any public transaction (Federal,
State or local) terminated for cause or default.
6.25.1.3 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.
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.

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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 (NA 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. 1-9 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 fmd 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.

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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
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, subject
to the requirements of professional independence.
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.
To the extent permitted by law, 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.

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6.33 PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by the
Records Manager at the Office of Procurement Services. Offers shall be open to public inspection
and copying after Contract award and execution, except for such Offers or sections thereof
determined to contain proprietary or confidential information by the Office of Procurement Services.
If an Offeror believes that information in its Offer or any resulting Contract should not be released
in response to a public record request under Arizona law, the Offeror shall indicate the specific
information deemed confidential or proprietary and submit a statement with its offer detailing the
reasons that the infothiation 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.
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.
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 business days, unless previously approved by the County.
637 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, Pricing;
6.39.2 Exhibit B, Scope of Work; and
6.39.3 Exhibit C, Office of Procurement Services Contractor Travel and Per Diem Policy

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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:
ATTN: Dennis J. Osuch, Principal
CliftonLarsonAllen LLP
20 E. Thomas Rd., Ste. 2300
Phoenix, AZ 85012

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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
A U 0 RIZED SIGNATUR E
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE

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EXHIBIT A
PRICING
SERIAL 180241-RFP
NIGP CODE: 91858
COMPANY NAME: CliftonLarsonAllen LLP
DOING BUSINESS AS (DBA) NAME:
MAILING ADDRESS: 20 E. Thomas Road, Suite 2300, Phoenix, AZ 85012
REMIT TO ADDRESS: 20 E. Thomas Road, Suite 2300, Phoenix, AZ 85012
TELEPHONE NUMBER: 602-266-2248
FACSIMILE NUMBER: 602-266-2907
WEB SITE: www.CLAconnect.com
REPRESENTATIVE NAME: Dennis J. Osuch, CPA
REPRESENTATIVE PHONE NUMBER: 602-604-3630
REPRESENTATIVE E-MAIL: dennis.osuch@CLAconnectcom
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE [X]
FROM THIS CONTRACT: [
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: 1X1 [
PAYMENT TERMS: NET 30 DAYS
1.0 PRICING:
Year 1 Year 2 Year 3
1.1 AUDIT PRINCIPAL $260 $260 $260 PER HR
1.2 AUDIT MANAGER $190 $190 $190 PER HR
1.3 AUDIT SUPERVISOR $170 $170 $170 PER HR
1.4 CONSULTANT / SUBJECT MATTER EXPERT $190 $190 $190 PER HR
1.5 INFORMATION TECHNOLOGY AUDITOR $125 $125 $125 PER HR
1.6 AUDIT SENIOR AUDITOR $115 $115 $115 PER HR
1.7 AUDITOR $95 $95 $95 PER HR
1.8 CLERICAL SUPPORT $45 $45 $45 PER HR
1.9 IT SENIOR AUDITOR $175 $175 $175 PER HR
2.0 IT AUDITOR $125 $125 $125 PER HR
2.111 MANAGER $200 $200 $200 PER HR
2.2 IT PRINCIPAL $275 $275 $275 PER HR
HOURLY RATES ARE TO INCLUDE GENERAL OFFICE SUPPLIES, FAXES, LOCAL TRAVEL (Defined as a
50 mile radius within the address of 301 W. Jefferson St., Phoenix, Arizona 85003) EXPENSES AND GENERAL
ADMINISTRATIVE FUNCTIONS.

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EXHIBIT B
SCOPE OF WORK
1.0 INTENT:
Maricopa County has entered into an agreement with the Contractor that, from time to time, may be called
upon to provide assurance, consulting, and other similar services and/or products according to the tetras fixed
by the agreement. Specific projects will be awarded by Task Orders (i.e., project specific solicitations). The
contractor will be notified when need or work arises, and they will be given time to respond to the Task Order
with their proposed work plan, staff, and price. The Contractor that best meets the need of the county will
be awarded the Task Order based on the listed evaluation criteria. Award of this contract does not guarantee
award of any Task Order. The contract will be divided into categories of service, and a contractor will be
assigned to one (I) or more of the following five (5) categories as listed in the scope of work: General Audit
Services, Law Enforcement Audit Services, Construction Audit Services, Information Technology Audit
Services, and Other Consulting Services.
The County reserves the right to select any Contractor under this contract for Task Orders under $25,000
without completion of any other procurement action when the Procurement Officer determines that it is in
the County's best interest.
The County reserves the right to add additional Contractors, at the County's sole discretion, in cases where
the currently listed Contractors are of an insufficient number or skill-set to satisfy the County's needs or to
ensure adequate competition on any project or task order work.
2.0 SCOPE OF WORK FOR AUDITING AND CONSULTING SERVICES:
2.1 GENERAL AUDIT SERVICES:
2.1.1 Audit work may include various areas within the County.
2.1.2 Perform relevant audit work and provide documentation, which may include risk
assessment, audit program (audit steps/procedures), work papers, lead sheets, and audit
report.
2.1.3 Present or assist in presenting audit results and related information to audited County
agency.
2.1.4 Provide other audit services as needed and requested by the Internal Audit Department.
2.1.5 Qualifications will vary depending on the audit scope and will be tailored to the specific
task order; however, the following general qualifications apply to all engagements:
2.1.5.1 For auditors performing audit work, a minimum of three (3) years relevant audit
experience;
2.1.5.2 For auditors directing audit work and reviewing work papers, a minimum of four
years relevant audit experience and one (1) year supervising audit projects;
2.1.5.3 Certified Public Accountant (CPA), Certified Internal Auditor (CIA)
certification(s) preferred;
2.1.5.4 Knowledge of the Institute of Internal Auditors (IA) International Professional
Practices Framework (IPPF) required; familiarity with generally accepted
auditing standards and professional practices preferred;
2.1.5.5 Prior government and County audit experience preferred.

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2.2 INFORMATION TECHNOLOGY (IT) AUDIT SERVICES:
2.2.1 This area involves the analysis of the various information systems and technologies in use
at the County, and the internal controls and risk levels associated with each. Consultants
will work jointly with the County's Internal Audit Department staff, who will oversee and
may participate in the assigned audit work. Many IT audits are performed in conjunction
with perfoiniance audits at a specific County agency. Other IT audits are performed as
County wide engagements and may encompass many County agencies. The audit areas
may include, but are not limited to, the following:
2.2.1.1 IT General Controls and Application controls testing to support contracted
application audits.
2.2.1.2 Network and Cyber Security audits. Network security audits may include
examination of data centers, web applications, wireless networks, and mobile
devices. Cyber security audit and consulting may include analysis of network
vulnerabilities, awareness training, asset management, and incident response.
2.2.1.3 Pre and Post Implementation Reviews. Evaluate critical project controls before
and after large IT project implementations.
2.2.1.4 IT Risk Assessment. Inventory and risk analysis of the County's critical IT
resources (systems and applications). These engagements may also include
assistance with analysis of strategic change and IT governance, along with
evolving areas of risk such as data management, enterprise architecture, and
digital and mobile risk.
2.2.2 Perform relevant audit work and provide audit documentation including risk assessment,
audit work program (audit steps/procedures), work papers, lead sheets, and audit report.
2.2.3 Present or assist in presenting audit results and related information to audited County
agency.
2.2.4 Some qualifications may be tailored to the specific task order; however, the following
general qualifications apply to all firms providing IT audit services:
2.2.4.1 For auditors performing IT audit work, a minimum of three (3) years IT audit
experience;
2.2.4.2 For auditors directing IT audit work and reviewing work papers, a minimum of
four years IT audit experience and one (1) year supervising IT audit projects;
2.2.4.3 For consultants serving as subject matter experts, minimum of five (5) years of
applicable IT experience;
2.2.4.4 Certified Information Systems Auditor (CISA) is required for one (1) or more
team members;
2.2.4.5 Working knowledge of COBIT, Federal Information System Controls Audit
Manual (FISCAM), Information Technology Infrastructure Library (ITIL), NIST
Cybersecurity Framework, and NIST 800 special publication series as appropriate
audit criteria;
2.2.4.6 Prior experience with auditing decentralized IT function in a government setting
preferred.

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2.3 OTHER CONSULTING SERVICES:
Other services offered may include, but are not limited to: enterprise risk management, fraud risk
management, forensic services, investigations, risk assessments, telecom analysis and advisory services,
strategic, fmancial and operational consulting, implementation of standards consulting, state and local
tax assistance, tax reform /act consulting, information security, trainings and seminars, affordable care
act (ACA) reporting and compliance, grant compliance or outsourced services.
Each requested services will be evaluated based on the County needs and availability of Contractor
staff. Any consulting services will be discussed and negotiated with the County on an individual
basis.

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EXHIBIT C
OFFICE OF PROCUREMENT SERVICES TRAVEL AND PER DIEM POLICY
1.0 All contract-related travel plans and arrangements shall be prior-approved by the County Contract
Administrator.
2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District
(County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA)
domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to
determine rates (no exceptions): (www.gsa.gov ).
2.1 Additional incidental expenses (i.e., telephone, fax, intemet and copying charges) shall not be
reimbursed. They should be included in the Contractor's hourly rate as an overhead charge.
2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or
incidentals.
3.0 Commercial air travel shall be reimbursed as follows:
3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when
preapproved in writing by the County Contract Administrator as a result of the business need of the
County when there is no lower fare available.
3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time
of contract signing) will be reimbursed. Under no circumstances will the County reimburse for
airfares related to transportation to or from an alternate site.
3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air travel.
4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip,
not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same
travel period will not be permitted without prior written approval by the County Contract Administrator.
4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the Contractor.
The County will not reimburse Contractor if the Contractor chooses to purchase this coverage.
4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle is
necessary for cost efficiency due to the number of travelers. (NOTE: Contractors shall obtain pre-
approval in writing from the County Contract Administrator prior to rental of a larger vehicle.)
4.3 County will reimburse for parking expenses if free, public parking is not available within a
reasonable distance of the place of County business. All opportunities must be exhausted prior to
securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH;
shuttles, etc. that can transport the Contractor to and from County buildings with minimal costs.
4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking
will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from
the airport.
4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s)
or other any transportation costs.
5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre-
approved by the County Contract Administrator. These costs include (but not limited to) the following: in-
room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel,
fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees,

SERIAL 180241-RFP
and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not
reimbursable.
6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in individual
contracts.
7.0 Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per
diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator. No
travel and per diem expenses shall be paid by County without copies of the written consent as described in
this policy and copies of all receipts.