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SERIAL 180250 S STREET SWEEPING SERVICES DATE OF LAST REVISION: June 27, 2018 CONTRACT END DATE: June 30, 2020 CONTRACT PERIOD THROUGH JUNE 30, 2020 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for STREET SWEEPING SERVICES Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on June 27, 2018 (Eff. 07/01/18). All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. BG/mm Attach Copy to: Office of Procurement Services Suzi Williams, MCDOT (Please remove Serial 12053-S from your contract notebooks) SERIAL 180250-S CANDS SWEEPING SERVICES INC., DBA: C & S SWEEPING SERVICES INC., PO BOX 24479, PHOENIX, AZ 85074 COMPANY NAME: C&S Sweeping Services, Inc. DOING BUSINESS AS (dba): MAILING ADDRESS: PO Box 24479 Phoenix, AZ 85074 REMIT TO ADDRESS: PO Box 24479 Phoenix, AZ 85074 TELPHONE NUMBER: 602-252-9471 FAX NUMBER: 602-252-9216 WWW ADDRESS: www.candssweeping.com REPRESENTATIVE NAME: Heather Danielson REPRESENTATIVE TELEPHONE NUMBER: 602-252-9471 REPRESENTATIVE EMAIL ADDRESS heather@candssweeping.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: 2% 10 DAYS NET 30 DAYS BASE SWEEPING SERVICES Title Unit Qty UofM Description Price Seven (7) sweeps annually $52.49 6982 each Seven (7) sweeps annually as indicated on Exhibit 2 routes, including field supervisor and vehicle (Base Price on seven (7) sweeps of 417 CLM each.) Note: Unit of measure will be per "CLM" Emergency Call Out $58.91 50 hour Emergency Call Out. ADDITIONAL SWEEPING ITEMS Title Unit Qty UofM Description Price Sweeping other than regular sweeping / $95.53 1 hour Sweeping other than regular sweeping Optional Sweeping (M-TH, 6:00 AM - 4:00 PM) Please provide your pricing for Optional Sweeping. These optional services will not be considered in the base award as they are only potential estimates of services, strictly used on an as needed basis. Sweeping (off-hours and weekends) / $102.41 1 hour Sweeping other than regular sweeping Optional Sweeping (M-TH & Weekends, 4:00 PM - 6:00 AM.) Please provide your pricing for Optional Sweeping. These optional services will not be considered in the base award as they are only potential estimates of services, strictly used on an as needed basis. SERIAL 180250-S CANDS SWEEPING SERVICES INC., DBA: C & S SWEEPING SERVICES INC. Title Unit Qty UofM Description 7FT Side Cast (Kick Broom) $82.49 1 hour 2 HOUR MINIMUM ORDER 14FT Side Cast (Kick Broom) $220.95 1 hour 2 HOUR MINIMUM ORDER PRICING SHEET: NIGP CODE 96874 Terms: 2% 10 DAYS NET 30 DAYS Vendor Number: VC0000007998 Certificates of Insurance Required Contract Period: To cover the period ending June 30, 2020. SERIAL 180250-S STREET SWEEPING SERVICES 1.0 INTENT: The intent of this solicitation is to establish a contract to provide personnel, materials, and equipment to perform street sweeping services for Maricopa County, as indicated in the specifications below. This service shall be authorized by Purchase Order only. Other governmental entities under agreement with the County may have access to services provided hereunder (see also Sections 3.9 and 3.10, below). The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work. 2.0 SPECIFICATIONS: 2.1 DEFINITION OF TERMS: For the purpose of these specifications, the following words or terms shall be defined as hereinafter set forth. Please substitute the following location: Maricopa County Flood Control District (MCFCD) with Maricopa County Department of Transportation (MCDOT) where necessary when contracting with the MCFCD and these additional definitions shall apply. 2.1.1 "Center line Mile" shall mean the number of miles, to the nearest 1/100 of a mile, as measured along the center line of the street, whether or not there is a median. 2.1.2 “Inspector” shall mean the Maricopa County Department of Transportation Maintenance Inspector. 2.1.3 "Agreement" shall mean the agreement for the sweeping and disposal of debris from the streets of the Maricopa County Department of Transportation. 2.1.4 "County" shall mean the Maricopa County Department of Transportation, its officers, employees, or representatives. 2.1.5 "Contractor" shall mean the person, corporation or partnership performing street sweeping services under contract with the County. 2.1.6 "Debris" shall mean all litter, rubbish, leaves, sand, dirt, garbage and other foreign material removable from a paved street with a mechanical street sweeper. 2.1.7 "May" shall be permissive. 2.1.8 "Shall" shall be mandatory. 2.1.9 "Street" shall mean all dedicated public right-of-way within the existing or future limits of the Maricopa County Department of Transportation, which are paved. The term “street” shall include other paved areas as directed. 2.1.10 "Street Sweeping" shall mean the removal by dustless type machine sweepers of all debris from all portions of a street. 2.1.11 "Sweeping" shall mean all debris removed from streets. 2.2 SERVICE REQUIRED: 2.2.1 Service shall include furnishing all labor, equipment, tools, fuel, materials, insurance, supervision and all other items incidental thereto and to perform all work necessary as SERIAL 180250-S specified. The Contractor shall provide a yard for parking, maintenance and storage of all equipment at no expense to the County. The Contractor shall provide street sweeping services as follows: on designated arterial (major), collector, commercial, residential, and industrial streets as indicated by MCDOT. All streets shall be swept in accordance to their designated cycle of 2 weeks, 4 weeks or 8 week sweep. 2.2.2 Additional Services Additional services including emergency call-outs, or special sweeps, shall be performed by the Contractor, upon request by Maricopa County or its representatives. 2.2.3 Changes in Services During the term of this agreement or any extension thereof, the County may elect to increase or decrease the frequency or number of center line miles of street sweeping services. The stated increase or decrease shall be by written or electronic notification to the contract or the unit price for changes and/or additions shall be at the current contract unit pricing. 2.3 DISPOSAL: The Contractor shall transport and dispose of all sweepings in accordance with all County, State and Federal requirements. Sweepings are not to be off loaded at temporary storage sites. The County shall be notified which disposal site(s) are used. The Contractor shall be solely responsible for any fees involved in disposal. 2.4 HOURS OF OPERATION: Standard operating hours for sweeping under this agreement shall be Monday through Thursday, between the hours of 7:00 a.m. and 4:00 p.m., with the following exceptions: 2.4.1 Broadway Rd (2 week sweep): 1:30a.m. until complete 2.4.2 Area 2-A (2 week sweep): 2:00a.m. until complete 2.4.3 McDowell Rd., Alma School Rd to Country Club (2 week sweep): 1:30a.m. until complete 2.4.4 Area 2-B (2 week sweep): 2:30a.m. until complete 2.4.5 Gilbert Rd, Loop 202 to SR 87 (2 week sweep): 1:30a.m. until complete 2.4.6 No sweeping Dreaming Summit on Wednesday (trash pickup day). 2.5 HOLIDAYS: The following is a list of holidays on which contract service will not be performed: New Year's Eve New Year's Day Martin Luther King Day President’s Day Memorial Day Independence Day - July 4th Labor Day - First Monday in September Veteran's Day Thanksgiving Holiday-Fourth Thursday and Friday in November Christmas Eve Christmas Day When a holiday named herein falls on Saturday or Sunday special scheduling adjustments may be required. During the week of a holiday, the Contractor shall adjust the weekly schedule so as to return to the normal weekly schedule the following week. All such adjustments must be approved SERIAL 180250-S by the County. Holiday sweeping schedules must be submitted to the County representative seven (7) days prior to a holiday. Holiday make up sweeping may not be required. 2.6 WEATHER CONDITIONS: The Maricopa County Department of Transportation (MCDOT) inspector or authorized representative reserves the right to be the sole judge if the weather is too inclement to sweep. When adverse weather interrupts sweeping, the Contractor shall adjust the work schedule so as to return to the normal weekly schedule the following week. The County reserves the right to direct schedule changes, made necessary due to inclement weather. In the event of a rain day, the Contractor Field Supervisor shall obtain approval from the County representative for the days sweeping. 2.7 CONTRACTOR/COUNTY COMMUNICATIONS: 2.7.1 Local Office Throughout the period of this contract, the Contractor shall establish and maintain an office/dispatch and an authorized managing agent in the Phoenix Metropolitan area. Contractor's managing agent shall serve as the point of contact for dealing and communications for the Contractor. 2.7.2 County Contract The overall contract administrator for the County is the Office of Procurement Services. For daily operations, the County's point of contact will be the MCDOT inspector, or authorized representative. 2.7.3 Field Supervisor The Contractor shall have a Field Supervisor available via telephone and mobile response during all sweeping hours. The vehicle used by the Supervisor shall not be a sweeper. The Field Supervisor shall be responsible for inspection of streets being swept to identify special requirements and deficiencies. When applicable the Field Supervisor shall make contact with the County's representative for the purpose of exchanging information regarding days sweeping, including production and/or notable discrepancies. The Field Supervisor shall notify Maricopa County Department of Transportation and/or Inspector 72 hours in advance of weekly sweeping schedule. The Field Supervisor shall submit to the inspector a schedule showing areas and/or units complete at the end of each week. The Field Supervisor shall adjust work hours to coincide with the Maricopa County Department of Transportation operational hours for winter/summer. Refer to Section 2.4. 2.7.4 Complaints and Requests for Service Contractor's local office shall have 24 hour telephone service and a responsible person in charge Monday through Sunday, to receive all complaints/requests for service forwarded by the employees of the Maricopa County Department of Transportation. All complaints shall be resolved in an expeditious manner within the following 24-hour period. 2.8 CONTRACT COMPLAINTS AND DEFICIENCIES: 2.8.1 Complaints Received by the County: The County will notify the Contractor by telephone and/or electronically of each contract complaint reported. SERIAL 180250-S Reports of unsatisfactory performance and the area/unit shall be completed in its entirety and inspected, prior to being invoiced. 2.8.2 Complaints Received by Contractor The Contractor shall electronically submit to the County and/or the inspector/representative all complaints, on a daily basis. The complaint submitted shall include detailed information regarding the discrepancy, time, area and/or locations. 2.9 CONTRACTOR'S EMPLOYEES: 2.9.1 Identification Contractor's employees shall be required to wear a clean uniform bearing Contractor's name. Employees who normally and regularly come into direct contact with the public shall bear some means of individual identification, such as a nametag or identification card. 2.9.2 Driver’s License Employees driving the Contractor's vehicles shall at all times possess and carry a valid Commercial Driver’s License issued by the State of Arizona. 2.9.3 Conduct Contractor's employees and subcontractors shall not identify themselves as being employees of the Maricopa County Department of Transportation. Employees shall conduct themselves in such a manner as to avoid embarrassment to the Maricopa County Department of Transportation, and shall be courteous to the public. If required, the County retains the right to require a particular operator be removed from working on this contract. 2.10 CONTRACTOR'S EQUIPMENT: 2.10.1 Sweeping Equipment - Type, Quantity and Condition The Contractor shall provide and maintain during the entire period of the contract, a fleet of not less than three (3) dustless type machine sweepers, with a filtering system capable of trapping particles in a ten (10) micron or smaller rated filter. All vehicles must be maintained in good repair, appearance and sanitary condition at all times. The County reserves the right to inspect the Contractor's vehicles at any time to ascertain said condition. The County representative shall have the right to "shut down" immediately, upon inspection, any vehicle/sweeper deemed unsafe or unsatisfactory during performance of this contract. The Contractor shall furnish the County with a list identifying all equipment to be used in fulfilling this agreement and notify the County of any additions or deletions. The list shall be submitted electronically/in writing to the county Representative/Inspector. The Contractor shall utilize a sweeper fleet of 2014 or newer models of latest design and construction and shall not be prototype models, upon implementation of this contract. Any changes in the Contractor's sweeping equipment from the initial equipment must have prior approval of the County. To meet PM-10 compliance, the sweeper fleet, with the exception of the on-call mechanical broom sweeper, shall meet the requirements of the South Coast Air Quality Management District (SCAQMD) Rule 1186 list of Certified Street Sweepers. Refer to Attachment D. The entire Rule 1186 and 1186 Appendix A can be downloaded from the AQMD website at www.aqmd.gov/rules. SERIAL 180250-S 2.10.2 Equipment Identification All vehicles and equipment used by the Contractor must be clearly identified with the name of the company, address of local office and phone number of local office on each side of the equipment. Also, the words "Under Contract to the Maricopa County Department of Transportation" must be on all equipment, including personnel transportation vehicles. The letters shall be at least three inches high and of proportionate width. 2.10.3 Equipment Safety Requirements All equipment must be equipped in accordance with State laws and shall be equipped with amber lens flasher visible for one (1) mile in a 360 degree pattern and six inch diameter hazard lights visible from the rear that operate independently of the brake lights. In addition arrow board (30" x 60") must be on all sweepers and be fully operational. 2.10.4 Minimum Sweeping Width Required Equipment must be capable of sweeping a minimum eight-foot width as measured with all brooms in the sweeping position. Equipment without this capability is not acceptable. 2.10.5 Automatic Vehicle Location (AVL) – Contractor shall provide a complete AVL for the purpose of monitoring street sweeping activities. The AVL system shall be accessible via the internet on a secure website available to authorized County staff, with a login and password. The AVL system shall include and initiate broadcasting data when brooms are activated or lowered to begin sweeping. Data shall be submitted at a minimum, to include but not be limited to, 30 second intervals to the secured website for monitoring. In order for MCDOT to monitor the efficiency of the street sweeping operation, the following information shall be provided by the AVL: 2.10.5.1 SPEED: The speed of the street sweeper during the street cleaning operation shall be monitored. The AVL shall be able to determine when the street sweeper is performing the cleaning operation and report the vehicle speed. This speed shall be measured in one mile per hour increments. The AVL shall be able to measure speeds accurately from a minimum of 3 miles per hour to a maximum of 25 miles per hour. 2.10.5.2 TRACKING: The accuracy of the street sweeper’s location shall be to within 50 feet or less of the actual location. The AVL shall show the following but not limited - vacuum on, gutter or center brush down &working, and the location of a single vehicle or all the vehicles. It is preferred that the street sweeper’s location be displayed on street map window with user controlled sizing and placement. 2.10.5.3 MANAGEMENT REPORTS: As a minimum, daily management reports on all the street sweepers shall be provided by the AVL to include routes cleaned, the time of day the routes were cleaned. In addition, a log type report of each occurrence, location, and the duration of the occurrence that the street sweeper was in excess of 8 miles per hour, while performing the cleaning operation. 2.10.5.4 RELIABILITY: The AVL – FMS shall maintain a 95% performance level. 2.10.5.5 COVERAGE: The AVL – FMS coverage area shall include all of Maricopa County. SERIAL 180250-S 2.10.5.6 FREQUENCY: All monitored functions shall be available upon the request of the MCDOT inspector/representative or his/her designee and the Public Works GIS Division. If no AVL record is produced, the County is not liable for payment of said Unit. 2.11 STANDARD OF PERFORMANCE: 2.11.1 Level of Cleanliness Contractor shall remove all debris from all streets and radius every sweeping cycle. The Contractor shall make as many passes as necessary to accomplish the task. This action will include removal of spills of concrete, rock, gravel, accident debris, etc. Items of excessive size, such as cardboard, palm fronds, large gravel etc. shall be physically picked up and place in the hopper by the operator or other personnel. Contractor shall clean all sidewalks and driveways as needed or as requested by the MCDOT inspector or authorized representative due to spilling, scattering or dropping of debris / refuse during sweeping activity. 2.12 AREAS TO BE CLEANED: Arterial, Collector, Industrial, Residential and Commercial Streets The entire length of all curbs (including median curbs and curb returns) uncurbed pavement edges and flush concrete or paved medians shall be swept each time the associated street is swept. The balance of each street shall be swept as needed. In any case, no debris shall be left anywhere on the street pavement after sweeping is completed. 2.13 SWEEPING PRACTICES: At all times the Contractor shall use good sweeping practices and shall exercise due care so as to prevent spilling, scattering or dropping of refuse throughout sweeping activity and shall immediately clean up such spillage, dropping or scattering. Sweeping practices include, but are not limited to: 2.13.1 Adjust spray nozzles to keep dust, caused by sweeping, to a minimum. 2.13.2 Center dirt reflector and main drag shoes shall be properly maintained and adjusted, or any other device designed to direct debris or dirt into the path of the rear broom. 2.13.3 Sweeping speed shall be adjusted to street conditions with a maximum speed of eight (8) miles per hour. Patterned concrete medians, crosswalks and radius shall be swept at a maximum speed of three (3) miles per hour. 2.13.4 Operate sweepers as close to parked cars or other obstacles as safety allows. 2.13.5 Use common sense and good judgment at all times. 2.13.6 A minimum of three (3) sweepers shall be required. Any deviation must be approved by MCDOT Representative. 2.14 ROUTING AND SWEEPER AVAILABILITY: 2.14.1 The Contractor shall provide the County with route maps, an annual schedule annually and a weekly schedule weekly so to reflect the 2 week, 4 week & 8 week sweep cycles. . The Contractor shall keep such information current at all times. Sequence of sweeping shall be provided to the County no later than ten (10) days prior to the initiation of sweeping operations or changes in operation. The County reserves the right to request routing SERIAL 180250-S changes at any time. Contractor shall use and provide the County a weekly spreadsheet to assist in managing the contract sweep schedule. 2.14.2 The total number of sweepers required (less standby units) shall be available for work a minimum of four (4) days per week during normal work hours. Each sweeper shall have its own regularly designated operator and scheduled route each day. The Field Supervisor will be required to report any and all sweeper breakdown and repairs to the MCDOT inspector, designee or his/her assigned representative immediately. This information shall also be reported on the daily written report. Contractor or Area Supervisor shall make comments into the remark section of the sweep schedule as to the reason a sweep was not on schedule. 2.14.3 The County considers that it is paying for immediate availability of each sweeper, between the hours of 6:00 a.m. and upon completion of routes, on any day a full route is scheduled, unless the County approves suspension of work due to inclement weather. 2.15 CONSTRUCTION RELATED PROBLEMS AND STORM DEBRIS: Dirt and debris carried onto streets from identifiable construction sites is not considered the responsibility of the Contractor if located within 500 feet of the construction site. However, the Contractor will be responsible for making four (4) separate passes in front of each site at a speed below the contract limit, regardless of the condition. The Contractor shall report construction areas daily to MCDOT inspector/representative. The Contractor will be required to totally clean all debris carried by traffic to areas beyond 1,000 feet from responsibility. Storm clean up and sweeping must be completed as soon as possible. Night sweeping will be permitted upon MCDOT request for normal storm clean up, at no additional cost to County. 2.16 HANDLING OF DEFICIENCIES: Deficiencies must be corrected within 24 hours of receipt of a deficiency notice. Failure of the Contractor to do so will result in a deduction of not less than one (1) centerline mile from the next payment. Failure to correct the deficiency within24 hours of the notice shall be considered failure to perform. Each area unsatisfactorily cleaned will be considered a separate deficiency unless located with the same continuous mile section on the same street. If a complaint is made by a customer and the Drive/Sweeper is still in the area, they may be called back to correct the issue. 2.17 MEASUREMENT FOR PAYMENT: 2.17.1 Regular Service This service will be measured for payment by the total number of centerline miles swept satisfactorily. The miles shall be calculated to the nearest hundredth of a mile. Intersections shall not be measured in both directions when routes cross. 2.17.2 Additional Service Emergency call outs will be measured by the actual hours spent sweeping plus the shortest travel time either to or from the work site. Travel time longer than 30 minutes must be justified on the daily report. The hours will be calculated to the nearest one-half hour (30 minutes). Special event sweeping shall be paid for by actual hours of sweeping. Response time for all emergency call outs shall be no longer than one (1) hour after initial contact. 2.17.3 Contingency Bid Items 2.17.3.1 Residential Sweeping - Residential sweeping shall be in accordance with professional street sweeping policies. As referenced in previous "workmanship" areas within these specifications, additional sweeper passes may be required. 2.17.3.2 All coordination for residential sweeping shall be with the Field Supervisor. He shall ensure Daily Operator Reports, are properly completed and forwarded to the County representative weekly. SERIAL 180250-S 2.17.3.3 Sweeping hours for residential streets shall be 6:00 a.m. to 4:00 p.m., Monday through Thursday, or as approved schedules deem necessary. Residential streets may be scheduled every eighth (8) week (a total, estimated, of seven (7) sweeps per year), every 4th week (total estimated 13 sweeps per year) and/or every second week (a total, estimated of 26 sweeps per year). Schedules shall be submitted for approval at least 72 hours prior to weekly sweeping operations. Maricopa County Department of Transportation shall furnish specific street mileage lists upon approval for incorporating residential sweeping 2.18 PAYMENT FOR SERVICE: 2.18.1 Regular Service The Contractor must electronically invoice the County on a weekly basis for the amount of service actually performed. The Contractor invoices shall state the area and units swept and the number of center line miles swept thereon. If there are any deficiencies, which were not corrected, in the specified time, or units not completed due to adverse weather those areas and/or units shall be invoiced on the next billing cycle. Contractor shall not be paid for sweeps that do not meet schedule. Field Supervisor and vehicle cost will be considered incidental to the work. Invoices must be received by County representative no later than each Tuesday, 11:00 a.m. for the previous weeks sweeping. 2.18.2 Additional Service The Contractor must invoice the County on a weekly basis for all additional service. The invoice must state the type service (emergency or special sweep). 2.19 UPCOMING SCHEDULE The contractor shall email/deliver an upcoming schedule on every Friday for the following week (Monday – Thursday). Completed schedule of the current week and invoice on Friday (end of day). 3.0 PURCHASING REQUIREMENTS: 3.1 ACCEPTANCE: Upon completion, services shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance. 3.2 USAGE REPORT: The Contractor shall furnish the County a usage report upon re quest delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. 3.3 BACKGROUND CHECK: Bidders/proposers need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, subcontractors and employees and the failure to pass these checks shall deem the respondent non-responsible. SERIAL 180250-S 3.4 INVOICES AND PAYMENTS: 3.4.1 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 • Mileage w/rate (if applicable) • Arrival and completion time (if applicable) • Total Amount Due 3.4.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.4.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/922/Vendors). 3.4.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.4.5 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. 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.5.2 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. 3.5.3 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. SERIAL 180250-S 3.6 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. 3.7 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. 3.8 POST AWARD MEETING: The Contractor may be required to attend a post-award meeting with the Department to discuss the terms and conditions of this Contract. This meeting will be coordinated by the Procurement Officer of the Contract. 3.9 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please state so in your bid. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this bid. 3.10 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures. 4.0 CONTRACTUAL TERMS & CONDITIONS: 4.1 CONTRACT TERM: This Invitation for Bid is for awarding a firm, fixed-price purchasing contract to cover a term of two (2) years. 4.2 OPTION TO RENEW: The County may, at its option and with the concurrence of the Contractor, renew the term of this Contract up to a maximum of three (3) additional years, (or at the County’s sole discretion, extend the contract on a month to month basis for a maximum of six (6) months after expiration). The Contractor shall be notified in writing by the Office of Procurement Services of the County’s intention to renew the contract term at least sixty (60) calendar days prior to the expiration of the original contract term. 4.3 CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this SERIAL 180250-S agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. 4.4 PRICE ADJUSTMENTS: Any requests for reasonable price adjustments must be submitted sixty (60) days prior to the Contract annual anniversary date. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the date stipulated on the Contract. 4.5 FUEL COST PRICE ADJUSTMENT: 4.5.1 This provision provides for limited increased or decreased costs of motor fuels (fuels) used to perform services under this Contract. This provision does not apply to burner fuel (i.e. propane, natural gas, fuel oil, used motor oil). It applies to motor fuel only. Fuel cost adjustments may be either positive or negative. A positive fuel cost adjustment will result in an increase in payments to Contractor while a negative fuel cost adjustment will result in a decrease in payments to Contractor. 4.5.2 This provision is intended to minimize risk to both parties to this Contract due to fuel cost fluctuations that may occur during the term of this Contract. This provision is not designed to estimate actual quantities of fuel used in providing services under this Contract, but to provide a reasonable basis for calculating a fuel cost adjustment based on average conditions. 4.5.3 Application of this provision will come into effect upon the County’s acceptance of Contractor submittal of a fuel cost adjustment request. A request may be submitted only when the increased cost of fuel, established as a percentage of total contract price (base fuel cost) upon award of this Contract, exceeds ten (10%) percent of the base fuel cost. The Contractor may request a fuel surcharge no more than four (4) times annually, during the month(s) of March, June, September, and December. The request must be submitted no later than the tenth (10th) of the month. Any surcharge shall be effective the first of the following month after receipt and approval. The date of County approval of a fuel cost adjustment request shall become the base date for any future Contractor adjustment requests. 4.5.4 Contractor shall include, as part of its price bid, the percentage of total contract price fuel represents (e.g., fuel cost equals 10% of Contractor cost) (see also, Attachment A, Vendor Information). This percentage will represent and establish the base fuel cost for this Contract. The base fuel cost shall be established as the due date for submission of bids for this Contract. All subsequent fuel cost adjustments shall be based upon the date the County approves a Contractor’s request for fuel cost adjustment (e.g. fuel cost adjustment approved by County on January 1, 2017 becomes base date for any next Contractor request for adjustment). 4.5.5 Fuel Cost Application Requirement. The Contractor must provide documentation including type of motor fuel and fuel invoices with price of the fuel used in providing services under this Contract, from the month bids were due and the month of the cost adjustment request, with any fuel cost adjustment application. The fuel cost adjustment application must be completed with all applicable data, and signed by the Contractor. Any cost adjustment will be calculated by the County by using the bureau of Labor Statistics, Producer Price Index for Gasoline – WPU0571 and #2 Diesel Fuel – WPO57303 (http://data.bls.gov/cgi-bin/surveymost?wp). SERIAL 180250-S 4.5.6 The fuel surcharge shall be based on the current quarterly index of the West Coast (PADD5) Diesel (On-Highway)-All Types or Reformulated Areas Gasoline compared to the previous quarterly index period as reported on the Energy Information Administration (EIA) website: (http://www.eia.doe.gov/) 4.5.7 The computation of the fuel surcharge amount shall be determined as follows: 4.5.7.1 The fuel cost component from Attachment A (vendor information) of the Contract with Maricopa County, multiplied by the percent of change indicated by the EIA report from the previous index period. 4.5.7.2 Upon agreement by the County to the surcharge, the County shall issue written approval of the change prior to any adjusted invoicing submitted for payment. 4.5.7.3 The surcharge shall be added as a separate line item to the invoice. 4.6 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. 4.7 INSURANCE: 4.7.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 4.7.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 4.7.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. SERIAL 180250-S 4.7.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 4.7.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 4.7.6 The insurance policies required by this Contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds. 4.7.7 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. 4.7.8 Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products, and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 4.7.9 Automobile Liability: Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the premises under this Contract. 4.7.10 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 4.7.11 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 SERIAL 180250-S professional liability of the Contractor, with limits of no less than $2,000,000 for each claim. 4.7.12 Certificates of Insurance: 4.7.12.1 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. 4.7.12.2 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. 4.7.12.3 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. 4.7.13 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 noted in the solicitation. 4.8 FORCE MAJEURE: 4.8.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. 4.8.2 Each Party, as applicable, shall give the other Party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each Party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 4.8.3 The Party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 4.8.4 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. SERIAL 180250-S 4.9 ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment. 4.10 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: 4.10.1 This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved. 4.10.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. 4.11 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. 4.12 SUSPENSION OF WORK: The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. 4.13 STOP WORK ORDER: The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of ninety (90) calendar days after a stop work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either: 4.13.1 Cancel the stop work order; or 4.13.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract. 4.13.3 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. SERIAL 180250-S 4.14 TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 4.15 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: 4.15.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension; 4.15.2 Make progress, so as to endanger performance of this Contract; or 4.15.3 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. 4.16 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. 4.17 OFFSET FOR DAMAGES: In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 4.18 SUBCONTRACTING: 4.18.1 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. 4.18.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates. The subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the subcontractor’s invoice must accompany the Prime Contractor’s invoice. 4.19 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. SERIAL 180250-S 4.20 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. 4.21 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 4.21.1 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. 4.21.2 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. 4.22 AUDIT DISALLOWANCES: If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 4.23 STRICT COMPLIANCE: Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract. 4.24 VALIDITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract. 4.25 SEVERABILITY: The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. 4.26 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to a Contract and to the performance thereunder. SERIAL 180250-S 4.27 RELATIONSHIPS: 4.27.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor. 4.27.2 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. 4.28 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 State of Arizona Research Library 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. 4.29 ISRAEL BOYCOTT: By submitting this proposal the Contractor certifies that they are in compliance with Article 9, A.R.S. § 35-393 et seq. 4.30 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 4.30.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, its current officers and directors; 4.30.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction; 4.30.1.2 have not within a three (3) year period preceding this Contract: 4.30.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and 4.30.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 4.30.1.2.3 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 SERIAL 180250-S contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 4.30.1.2.4 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 4.30.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. If this clause is applicable to a subcontractor, the Contractor shall include the information required by this clause with their bid. 4.31 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 4.31.1 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. 4.31.2 The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 4.31.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 4.32 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS: 4.32.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation; 4.32.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 4.32.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). SERIAL 180250-S 4.33 CONTRACTOR LICENSE REQUIREMENT: 4.33.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Contractor shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the Department of any and all changes concerning permits, insurance, or licenses. 4.34 INFLUENCE: As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 4.34.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy, 4.34.2 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. 4.35 CONFIDENTIALITY: In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a bid to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge or disseminate to any third party persons or entities, any information that is disclosed to it by the County during the course of these discussions without the express written authorization of the County. If the offeror does disclose County proprietary or confidential information to a third party in preparing a response to this solicitation, it shall require the third party to acknowledge and comply with this provision. 4.36 PUBLIC RECORDS: Under Arizona law, all bids 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 Bids or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If a Bidder believes that information in its bid or any resulting Contract should not be SERIAL 180250-S released in response to a public record request under Arizona law, the bidder shall indicate the specific information deemed confidential or proprietary and submit a statement with its bid detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. 4.37 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. 4.38 UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 4.39 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.