180213-CONTRACT.PDF

SERIAL 180213-C MCSO CANTEEN FOOD ITEMS
DATE OF LAST REVISION: May 9, 2018 CONTRACT END DATE: May 31, 2019
CONTRACT PERIOD THROUGH MAY 31, 2019
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for MCSO CANTEEN FOOD ITEMS
Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to
Maricopa County activities as awarded by Maricopa County on May 9, 2018 (Eff. 6/1/18).
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.
NP/ab
Attach
Copy to: Office of Procurement Services
Amie Bristol, MCSO
Davy Castro, MCSO
(Please remove Serial 11128-C from your contract notebooks)

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KEEFE GROUP LLC, DBA KEEFE SUPPLY CO., 55-101 VISTA BLVD., SPARKS, NV 89434
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NIGP CODE(S): 39334, 37530
RESPONDENT'S NAME: Keefe Group LLC, dba Keefe Supply Co.
COUNTY VENDOR NUMBER : VS00000000310
ADDRESS: 55-101 Vista Blvd., Sparks, NV 89434
P.O. ADDRESS:
TELEPHONE NUMBER: (800) 890-5206
FACSIMILE NUMBER: (775) 355-8681
WEB SITE: www.keefegroup.com
CONTACT (REPRESENTATIVE): Dennis Dempsey
REPRESENTATIVE'S E-MAIL ADDRESS: ddempsey@keefegroup.com
YES NO
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS
CONTRACT [ X ] [ ]
PAYMENT TERMS:
[ X ] NET 30 DAYS
1.0 PRICING:
Catalog
Discount
Category: Percentage: Available Name Brands:
Market Square, Mrs Freshleys, Cloverhill, Golden Valley, Hostess, Otis
1.1 Cakes 21%
Spunkmeyer, Kellogg's, Toast Em's, Chattanooga
Atkinson, Hershey's, Sathers, Bit O Honey, EZ Digby, Jolly Rancher,
1.2 Candy 10%
Red Hots, Lemonhead, Starburst
1.3 Cereal 23% Quaker, Ralston, Golden Valley, Captn' Crunch
1.4 Chips/ Crackers/ Cactus Annie, Moon Lodge, Andy Caps, Cheetos, Doritos, Fritos,
22%
Pretzels Ruffles, Kraft, Lays, General Mills, The Whole Shabang
1.5 Chocolate 12% Hershey's, Mars, Nestle,
Brushy Creek, Cactus Annie, Coffeemate, El Pato, Golden Harvest,
Heinz, Honey Tree, HuyFong, Keefe, Keefe Kitchens, Kraft,
1.6 Condiments 19%
McCormick, MoonLodge, Morton, Nutella, Paramount, ShingKee, Spice
Classic, Squeezeum,
Big Texas, Brushy Creek, Cactus Annie, City Cow, Van Holten, Glasper,
1.7 Convenience Foods 21% Keefe Kitchens, Maruchan Ramen, Mission, Old Fashioned, Painted
Cow, Sevilla, Thai Palace, Texas Titos, Velvetta
Buds Best, Chip Ahoy, Gamesa, Honey Maid, Market Square, Nabisco,
1.8 Cookies 19%
Otis Spunkmeyer
BlueBird, Keefe, Café Bustelo, Carnation, Crystal Light, County Time,
Folgers, Gatorade, Sweet Fusion, Golden Tip, Keefe, Kool Aid, Maxwell
1.9 Drinks 17%
House, Nescafe, Nestea, New Leaf, RC Bigelow, Sevilla, Swiss Miss,
Tang, Taster Choice, Tropicana, Wyler's

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KEEFE GROUP LLC, DBA KEEFE SUPPLY CO.
1.10 Healthy (Trail
Paramount, Delmonte, Kings Nuts, Moon Lodge, Nature Valley,
Mix, Fruit, Nuts, 24%
Planters, Quaker, Schulze and Bruch, Whole Shabang'
Granola, Low Fat)
Bridgeford, Brushy Creek, Chicken of the Sea, Fresh Catch, Hormel,
1.11 Meat 20%
Jack Links, Keefe Kitchens, Mama Mary's, O'Briens, Sevilla, Velveeta
1.12 Sandwiches 11% Golden Valley
Strums, Hawaiian Punch, Crush, Wyler's, Market Square, Golightly,
1.13 Sugar Free 10%
Sathers
PRICING SHEET: NIGP CODE(S): 39334, 37530
Terms: NET 30
Vendor Number: VS00000000310
Certificates of Insurance Required
Contract Period: To cover the period ending May 31, 2019.

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KELLOGG SUPPLY CO., 4427 W BUCKEYE RD. SUITE A, PHOENIX, AZ 85043
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NIGP CODE(S): 39334, 37530
RESPONDENT'S NAME: Kellogg Supply Co
COUNTY VENDOR NUMBER : VC0000009439
ADDRESS: 4427 W Buckeye Rd. Suite A, Phoenix, AZ 85043
P.O. ADDRESS:
TELEPHONE NUMBER: 623-936-6103
FACSIMILE NUMBER: 623-936-4022
WEB SITE: N/A
CONTACT (REPRESENTATIVE): Cody Charlton
REPRESENTATIVE'S E-MAIL ADDRESS: ccharlton@kelloggsupply.net
YES NO
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS
CONTRACT [X] [ ]
PAYMENT TERMS:
[X] NET 30 DAYS
1.0 PRICING:
Category: Catalog Discount Percentage: Available Name Brands:
1.1 Cakes 0% Dead Net pricing Mrs. Freshley's, Cloverhill
1.2 Candy
1.3 Cereal 0% Dead Net pricing Kellogg Snakcs
1.4 Chips/ Crackers/ Pretzels 0% Dead Net pricing Snyders, Frito Lay, Barrel O'
Fun
1.5 Chocolate 0% Dead Net pricing Mars, Hershey, Nestle
1.6 Condiments 0% Dead Net pricing Chef Quality, 4 in 1
1.7 Convenience Foods 0% Dead Net pricing Kellogg Snacks
1.8 Cookies 0% Dead Net pricing LDM. Grandmas
1.11 Meat 0% Dead Net pricing Monogram, Jack Links
PRICING SHEET: NIGP CODE(S): 39334, 37530
Terms: NET 30
Vendor Number: VC0000003307
Certificates of Insurance Required
Contract Period: To cover the period ending May 31, 2019.

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UNION SUPPLY GROUP DBA/FOOD EXPRESS, 2301 EAST PACIFICA PLACE, RANCHO
DOMINGUEZ, CA 90220
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NIGP CODE(S): 39334, 37530
RESPONDENT'S NAME: Union Supply Group dba/Food Express
COUNTY VENDOR NUMBER : VC0000003307
ADDRESS: 2301 East Pacifica Place, Rancho Dominguez, CA 90220
P.O. ADDRESS: P.O.Box 7006
TELEPHONE NUMBER: 310/604-4654
FACSIMILE NUMBER: 310/603-2368
WEB SITE: WWW.UNIONSUPPLYGROUP.COM
CONTACT (REPRESENTATIVE): Danette Lopes - Account Manager
REPRESENTATIVE'S E-MAIL ADDRESS: DLOPES@UNIONSUPPLYGROUP.COM
YES NO
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS
CONTRACT [ X ] [ ]
PAYMENT TERMS:
[X] NET 30 DAYS
1.0 PRICING:
Catalog Discount
Category: Percentage: Available Name Brands:
1.1 Cakes 20% Mrs. Freshley, Hostess
1.2 Candy 23% Gracey's, Misc
1.3 Cereal 25% Malt-O-Meal, Ralston, Mrs Freshley, Misc
1.4 Chips/ Crackers/ Pretzels 18% Coyote Valley, Snyders, Back Country
1.5 Chocolate 20% Hershey, Mars, Reeses, Cruz, Zachary
1.8 Cookies 25% Lil Dutchmaid, Famous Amos
1.10 Healthy (Trail Mix, Fruit,
25% Mr. Nature, Kars, Dole
Nuts, Granola, Low Fat)
1.11 Meat 20% Back Country, Legendary, Siam, Beladi, Panchos, Pepes
1.13 Sugar Free 25% Gracey's
PRICING SHEET: NIGP CODE(S): 39334, 37530
Terms: NET 30
Vendor Number: VC0000003307
Certificates of Insurance Required
Contract Period: To cover the period ending May 31, 2019.

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PERFORMANCE FOOD GROUP, INC. DBA VISTAR PHOENIX, 12650 N ARAPAHOE ROAD,
CENTENNIAL, CO 80112
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NIGP CODE(S): 39334, 37530
RESPONDENT'S NAME: Performance Food Group, Inc., dba Vistar Phoenix
COUNTY VENDOR NUMBER : VC0000006727
ADDRESS: 12650 N Arapahoe Road, Centennial, CO 80112
P.O. ADDRESS:
TELEPHONE NUMBER: 781-799-3651
FACSIMILE NUMBER: 303-662-7311
WEB SITE: www.vistar.com
CONTACT (REPRESENTATIVE): Sean C. Mahoney
REPRESENTATIVE'S E-MAIL ADDRESS: Sean.mahoney@pfgc.com
YES NO
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS
CONTRACT [ ] [ X ]
PAYMENT TERMS:
[X] NET 30 DAYS
1.0 PRICING:
Catalog Discount
Category: Percentage: Available Name Brands:
1.1 Cakes 0% Mrs. Freshley's, Hostess, Cloverhill
1.2 Candy 0% Mars, Hershey, Nestle
1.3 Cereal 0% Kellogg's, General Mills
1.4 Chips/ Crackers/ Pretzels 0% Frito Lay, Herrs
1.5 Chocolate 0%
1.6 Condiments 0% Kraft Heinz
1.7 Convenience Foods 0%
1.8 Cookies 0% Lil Dutch Maid, Biscomerica
1.9 Drinks 0% Coke, Pepsi, Hawaiian Punch, Boston's Best, Cool Off
1.10 Healthy (Trail Mix, Fruit,
0%
Nuts, Granola, Low Fat)
1.11 Meat 0% Hometown, O'Briens, Jack Links
1.12 Sandwiches 0% Pierre/Landshire/Tyson
1.13 Sugar Free 0%
**Performance Food Group has developed a Product Catalog specifically for Maricopa County Sheriff's
Office. As such, we are not offering any discounts off of the Bid Catalog; instead, we are offering an everyday
competitive price on the items included in the bid catalog with no discount off of the Catalog. The list prices
included in this Bid are inclusive of growth and vendor discount programs to which Performance Food Group
participates today. Performance Food Group does not consider these discount programs as “rebates” as defined
in Solicitation Section 2.6. On a quarterly basis, Performance Food Group will pass-back any program
allowances received for the products listed.

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PERFORMANCE FOOD GROUP, INC. DBA VISTAR PHOENIX
PRICING SHEET: NIGP CODE(S): 39334, 37530
Terms: NET 30
Vendor Number: VC0000006727
Certificates of Insurance Required
Contract Period: To cover the period ending May 31, 2019.

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MCSO INMATE CANTEEN FOOD ITEMS
1.0 INTENT:
The intent for this Invitation for Bid is to establish one or more contracts for the provision of food items to
be re-sold by the County through its Inmate Canteen program.
Maricopa County reserves the right to award this contract to multiple vendors. The County reserves the
right to award in whole or in part, by item or group of items, by section or geographic area, or make
multiple awards, where such action serves the County’s best interest.
Other governmental entities under agreement with the County may have access to services provided
hereunder (see also Sections 3.14 and 3.15 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 GENERAL PRODUCT SPECIFICATIONS:
2.1.1 PACKAGING - Standard Retail Packaging for Resale will be used: e.g.
retail/manufacturer labelling, acceptable materials: polypropylene or cellophane bag or
polystyrene tray with polypropylene wrap, wax paper or poly sleeves in cardboard box.
No hard plastic, metal or glass containers will be accepted.
2.1.1.1 Product not appropriately packaged will be returned and credited or replaced at
the County’s discretion at no additional cost to the County.
2.1.2 SHELF LIFE – Shelf life is calculated from the date the product is received at the
County’s facility.
2.1.2.1 Shelf life on frozen pastry shall be a minimum of thirty (30) days out of freezer.
2.1.2.2 All pastry shall have a minimum shelf life of fourteen (14) days out of
refrigeration.
2.1.2.3 Chocolate candy and jerky products shall have a minimum of sixty (60) days
shelf life.
2.1.2.4 All other candy shall have a minimum shelf life of one-hundred and twenty
(120) days.
2.1.2.5 Chips shall have a minimum of thirty (30) days shelf life.
2.1.2.6 Product found to be past its dated shelf life, spoiled or found to be damaged
within the above stated time periods will be returned and credited or replaced at
the County’s discretion at no additional cost.
2.1.2.7 Credit(s) for shorted deliveries, product past or not having the minimum shelf
life, listed above, or damaged and discovered upon receipt of an order and
reported to the contractor will be submitted before the invoice for that particular
order is due for payment.
2.1.2.8 Product returned after an invoice is paid will have a credit issued within one (1)
week of contractor’s acceptance and/or acknowledgement of the return.

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2.2 PRODUCT CATEGORIES:
The following categories shall be utilized for the ordering process;
2.2.1 Cakes
2.2.2 Candy
2.2.3 Cereal
2.2.4 Chips/Crackers/Pretzels
2.2.5 Chocolate
2.2.6 Condiments
2.2.7 Convenience Foods
2.2.8 Cookies
2.2.9 Drinks
2.2.10 Healthy (Trail Mix, Fruit, Nuts, Granola, Low Fat)
2.2.11 Meat
2.2.12 Sandwiches
2.2.13 Sugar Free
Categories were established by classifying products currently held in inventory by County. Please
refer to Exhibit 4 Current Item Catalog for the complete list of items and the estimated annual
usage for each item. These items and quantities are for reference only and shall not be construed as
a guarantee of purchase.
2.3 PRODUCT INSPECTION PROCESS:
The County may, at its discretion, request samples of items to ensure compliance with section 2.1.
Any materials so requested shall be furnished within five (5) working days from the date of
request and furnished at no cost to the County and sent to the address designated in the requesting
correspondence. Failure to meet the criteria may result in requiring replacement product or
removal of the product from the awarded Contractor’s item list.
2.4 CATALOG PRICING PROCESS:
The Contract shall be awarded by item category and discount. Awarded Contractors shall be
required to provide County its catalog of items by awarded category in the format detailed in
Exhibit 3 on a quarterly basis.
The due dates for catalog submittal shall be prior to 12:00 PM MST of the first business day of the
month every January, April, July, and October. Contractor shall be bound to the price and lead
time offered for the given quarter. Failure to provide the spreadsheet on or before the due date, or
to comply with the offered price and lead time;
2.4.1 may result in the Contractor being suspended for orders for the given category during that
quarter, or
2.4.2 County may use the previous quarter’s provided spreadsheet until a revised spreadsheet is
submitted.
2.4.3 Contractor shall be held firm to the product, price and lead time detailed in the provided
catalog.

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Notwithstanding Section 4.7, the Contractor shall not be relieved of the above requirement due to
any interruption or failure of electricity, telecommunication, internet service, system
updates/upgrades and/or employee work schedule disruption.
2.5 PRODUCT ORDERING PROCESS:
2.5.1 For Single Award Product Categories:
2.5.1.1 County Authorized Agency (Canteen) shall contact Contractor with an item
request for product under the awarded category from the Contractor provided
catalog.
2.5.1.2 Contractor shall confirm product availability and lead time.
2.5.1.3 Canteen may request samples per the Product Inspection Process detailed in
section 2.3.
2.5.1.4 Canteen will issue a release authorization against a blanket purchase order.
2.5.2 For Multiple Award Product Categories:
2.5.2.1 Canteen shall compare the submitted catalogs and compare offered prices for
like items.
2.5.2.2 Canteen may request samples per the Product Inspection Process detailed in
section 2.3.
2.5.2.3 Canteen will select the most advantageous item considering cost, lead time, and
minimum order quantity.
2.5.2.4 Canteen will issue a release authorization against a blanket purchase order.
2.5.3 For New Product Introduction Post Contract Award:
2.5.3.1 An awarded Contractor may elect to introduce a new product offering (e.g. a
seasonal item, special price item or a new item for continuous purchase) to
Canteen. Offering Contractor shall provide Canteen with sample product and a
detailed quote that includes the information required in Exhibit 3 Sample
Catalog.
2.5.3.2 Canteen shall request quotes from the other awarded Contractors on like or
similar items.
2.5.3.3 Canteen will select the most advantageous quote and issue a release
authorization against a blanket purchase order. Canteen reserves the right to
award to multiple Contractors if determined to be in the County’s best interest.
Newly awarded items will be added to the Contractor catalog.
2.6 REBATES:
All manufacture’s rebates on products are the property of the ordering facility and shall be sent
directly to the ordering department. Contractors are to advise Maricopa County Departments of
any additional rebate offers that the County may be eligible to participate in. Rebates are NOT to
be considered in the pricing supplied by contractors in bidding process. Contractors are required to
report any actual rebates received against product ordered by the County on a quarterly basis.

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3.0 PURCHASING REQUIREMENTS:
3.1 DELIVERY:
3.1.1 Delivery is desired as soon as possible, and shall be stipulated on the Purchase Order.
Contractor shall notify County Representative (per purchase order and/or provided to the
Contractor and updated from time to time) listed on the order if the requested delivery
date cannot be met and the anticipated lead time. Failure to communicate to County
changes in the order status may result in default proceedings.
3.1.2 Food items shall be delivered between the hours of six (6:00AM MST) and one (1:00 PM
MST), Monday through Thursday, except on State recognized holidays. Deliveries
outside the above timeframe and/or any other facility other than the MCSO Central
Service Canteen, 3150 W Lower Buckeye Rd Suite B, Phoenix, AZ 85009 will not be
accepted and if accepted, in error, must be pick-up and redelivered to the MCSO Central
Service Canteen by the Contractor at no additional cost.
3.1.3 Delivery shall be F.O.B. Destination Freight Prepaid.
3.2 EXPEDITED DELIVERY:
3.2.1 If the Department determines that expedited delivery or other alternate shipping is
required, it shall notify the Contractor. The Contractor shall determine any additional
costs associated with such delivery terms and communicate that cost to the Department.
3.2.2 The Department shall not advise the Contractor to proceed with an expedited shipment
until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to
the additional costs, the Department shall advise the Contractor to proceed.
3.2.3 Upon receipt of material(s) and invoicing, the Department shall ensure that any additional
charges are in compliance with and do not exceed agreed to costs. The Department shall
retain all documents related to these costs within the agency purchase file.
3.3 SHIPPING DOCUMENTS:
A packing list or other suitable shipping document shall accompany each shipment and shall
include the following:
3.3.1 Contract Serial number.
3.3.2 Contractor’s name and address.
3.3.3 Department name and address.
3.3.4 Department purchase order number.
3.3.5 A description of product(s) shipped, including item number(s), quantity(ies), number of
containers and package number(s), as applicable.
3.4 SHIPPING TERMS:
Bid price(s) and terms shall be F.O.B. Destination Freight Prepaid at the location(s) stipulated on
the Purchase Order. All delivery locations are within Maricopa County.
3.5 ACCEPTANCE:
Upon delivery and successful inspection, the material(s) shall be deemed accepted and the
warranty period shall begin. All documentation shall be completed prior to final acceptance.

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3.6 STOCK:
The Contractor shall be expected to stock locally, sufficient quantities as may be necessary to meet
the County’s needs.
3.7 BRAND NAME:
The County reserves the right to request samples to determine quality and acceptability of
materials bid by Contractor. In some cases, brand names have been listed in order to define the
desired quality and are not intended to be restrictive or to limit competition. Materials
substantially equivalent to those designated shall qualify for consideration.
3.8 ORDER LEAD TIME NOTIFICATION:
Contractors submitting bids shall advise the County of lead-time(s) for the required items
specified in this solicitation at the time of bid submission. Notification of any changes to lead
time (learned after submission of bid) shall also be the Contractor’s responsibility. The Contractor
shall also notify all County Representatives included on Purchase Orders of lead time information.
If the item(s) become no longer available, Contractor shall notify County of the last available
ordering date for the item(s), and may provide County with alternative item(s) that the County
may elect to purchase at its option. If the alternative item(s) do not meet the County’s
requirements, County may terminate this Contract for Convenience per Section 4.13.
3.9 BACKGROUND CHECK:
Bidders/proposers need to be aware that there may be multiple background checks (Sheriff’s
Office, County Attorney's Office, Courts as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to (but is
not limited to) the company, subcontractors and employees and the failure to pass these checks
shall deem the respondent non-responsible.
3.10 INVOICES AND PAYMENTS:
3.10.1 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 (must be equal to or post the receipt date)
• Payment terms
• Date of service or delivery
• Quantity
• Contract Item number(s)
• Description of Purchase
• Pricing per unit of purchase
• Applicable discount
• Extended price
• Total Amount Due
3.10.2 Problems regarding billing or invoicing shall be directed to the Department as listed on
the Purchase Order.
3.10.3 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

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Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/922/Vendors).
3.10.4 Discounts offered and/or payment terms in the contract shall be calculated based on the
date of the receipt of the ordered products and a properly completed invoice.
3.10.5 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.
3.10.6 Invoices may be dated the day product is received or after receipt. Submitted invoices
dated before the receipt of product will be returned to the Contractor for correction
resubmission.
3.11 APPLICABLE TAXES:
3.11.1 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.
3.11.2 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.
3.11.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all subcontractors to hold Maricopa County harmless from
any responsibility for taxes, damages and interest, if applicable, contributions required
under Federal, and/or State and local laws and regulations, and any other costs including;
transaction privilege taxes, unemployment compensation insurance, Social Security, and
Worker’s Compensation.
3.12 TAX (COMMODITIES):
Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to
determine any and all applicable taxes and include the tax percentage in their proposal.
3.13 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.
3.14 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.
3.15 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):

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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
one (1) year.
4.2 OPTION TO RENEW:
The County may, at its option and with the concurrence of the Contractor, renew the term of this
Contract up to a maximum of 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
Contractor shall be notified in writing by the Office of Procurement Services of the County’s
intention to renew the contract term at least sixty (60) calendar days prior to the expiration of the
original contract term.
4.3 CONTRACT COMPLETION:
The Contractor shall make all reasonable efforts for an orderly transition of its duties and
responsibilities to another provider and/or to the County. This may include, but is not limited to
preparation of a transition plan and cooperation with the County or other providers in the
transition. The transition includes the transfer of all records, and other data in the possession,
custody or control of Contractor required to be provided to the County either by the terms of this
agreement or as a matter of law. The provisions of this clause shall survive the expiration or
termination of this agreement.
4.4 PRICE ADJUSTMENTS:
No price adjustments shall be allowed during the quarterly ordering window. Catalog discounts
shall be in effect for the term of the Contract.
4.5 INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses
are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers,
directors, officials, and employees from and against all claims, damages, losses, and expenses
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, officers, directors, officials, and employees shall arise in connection with any claim,
damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to,
impairment of, or destruction of tangible property, including loss of use resulting there from,
caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but
only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any
one directly or indirectly employed by them, or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss, or expense is caused in part by a party
indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be
construed as limiting the scope of the indemnity in this section.

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The scope of this indemnification does not extend to the sole negligence of County.
4.6 INSURANCE:
4.6.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
4.6.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
4.6.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
4.6.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
4.6.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
4.6.6 The insurance policies required by this Contract, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
4.6.7 The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor’s work or service.
4.6.8 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for premises liability, bodily injury, broad form
property damage, personal injury, products and completed operations and blanket
contractual coverage, and shall not contain any provisions which would serve to limit
third party action over claims. There shall be no endorsement or modifications of the
CGL limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
4.6.9 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $2,000,000 each occurrence with respect to any of the Contractor’s

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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.

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4.6.10 Workers’ Compensation:
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor’s employees engaged in the performance of the
work or services under this Contract; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
Contractor, its contractors and its subcontractors waive all rights against Contract and its
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability or
commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.
4.6.11 Certificates of Insurance:
4.6.11.1 Prior to Contract Award, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the
Contract in the form provided by the County, issued by Contractor’s insurer(s),
as evidence that policies providing the required coverage, conditions and limits
required by this Contract are in full force and effect. Such certificates shall
identify this contract number and title.
4.6.11.2 In the event any insurance policy(ies) required by this Contract is(are) written on
a claims made basis, coverage shall extend for two (2) years past completion and
acceptance of Contractor’s work or services and as evidenced by annual
Certificates of Insurance.
4.6.11.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) calendar days prior to the expiration date.
4.6.12 Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2)
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be sent directly to Maricopa County Office of Procurement
Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ
85003, or emailed to the Procurement Officer noted in the solicitation.
4.7 FORCE MAJEURE:
4.7.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies,
hostilities (whether war is declared or not), civil war, riots, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities,
nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike,
interruption or failure of electricity or telecommunication service.
4.7.2 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best

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efforts to remedy the situation and remove, as soon as practicable, the cause of its
inability to perform or comply.
4.7.3 The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.
4.7.4 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.
4.8 ORDERING AUTHORITY:
Any request for purchase shall be accompanied by a valid purchase order, issued by Office of
Procurement Services, a Purchase Order issued by the using Department or direction by a
Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment.
4.9 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION:
4.9.1 This Contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this Contract when the County identifies a need and
proper authorization and documentation have been approved.
4.9.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from
the County Procurement Officer with written notification to follow. Contractor
specifically acknowledges to be bound by this cancellation policy.
4.10 PURCHASE ORDERS:
County reserves the right to cancel Purchase Orders within a reasonable period of time after
issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for
actual and documentable costs incurred by the Contractor in response to the Purchase Order. The
County will not reimburse the Contractor for any costs incurred after receipt of County notice of
cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc.
4.11 SUSPENSION OF WORK:
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or interruption to the extent that performance would have been so
suspended, delayed, or interrupted by any other cause, including the fault or negligence of the
Contractor. No request for adjustment under this clause shall be granted unless the claim, in an
amount stated, is asserted in writing as soon as practicable after the termination of the suspension,
delay, or interruption, but not later than the date of final payment under the contract.
4.12 STOP WORK ORDER:
The Procurement Officer may, at any time, by written order to the Contractor, require the
Contractor to stop all, or any part, of the work called for by this contract for a period of ninety (90)
calendar days after the order is delivered to the Contractor, and for any further period to which the
parties may agree. The order shall be specifically identified as a stop work order issued under this
clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take
all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of ninety (90) calendar days after a stop work
is delivered to the Contractor, or within any extension of that period to which the parties shall
have agreed, the Procurement Officer shall either:

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4.12.1 Cancel the stop work order; or
4.12.2 Terminate the work covered by the order as provided in the Default, or the Termination
for Convenience clause of this Contract.
The Procurement Officer may make an equitable adjustment in the delivery schedule and/or
Contract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the
Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor.
4.13 TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the resultant Contract for convenience by providing sixty (60)
calendar days advance notice to the Contractor.
4.14 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this contract in whole or
in part if the Contractor fails to:
4.14.1 Deliver the supplies or to perform the services within the time specified in this Contract
or any extension;
4.14.2 Make progress, so as to endanger performance of this Contract; or
4.14.3 Perform any of the other provisions of this Contract.
The County’s right to terminate this contract under these subparagraph may be exercised if the
Contractor does not cure such failure within ten (10) business days (or more if authorized in
writing by the County) after receipt of the notice from the Procurement Officer specifying the
failure.
4.15 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three (3) years after execution of the Contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to
A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the Contract on
behalf of the County from any other party to the Contract arising as the result of the Contract.
4.16 OFFSET FOR DAMAGES:
In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance of the contract.
4.17 SUBCONTRACTING:
4.17.1 The Contractor may not assign to another Contractor or subcontract to another party for
performance of the terms and conditions hereof without the written consent of the
County. All correspondence authorizing subcontracting must reference the Bid Serial
Number and identify the job or project.
4.17.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate,
as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher

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rates. The subcontractor’s invoice shall be invoiced directly to the Prime Contractor,
who in turn shall pass-through the costs to the County, without mark-up. A copy of the
subcontractor’s invoice must accompany the Prime Contractor’s invoice.
4.18 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Office of Procurement Services shall be responsible for approving all amendments for
Maricopa County.
4.19 ADDITIONS/DELETIONS OF COMMODITIES:
The County reserves the right to add and/or delete materials to a Contract. If additional materials
are required from a Contract, prices for such additions will be negotiated between the Contractor
and the County.
4.20 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
4.20.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain (physical or digital copies of) all books, records, accounts,
statements, reports, files, and other records and back-up documentation relevant to this
Contract for six (6) years after final payment or until after the resolution of any audit
questions which could be more than six (6) years, whichever is latest. The County,
Federal or State auditors and any other persons duly authorized by the Department shall
have full access to and the right to examine, copy, and make use of, any and all said
materials.
4.20.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
4.21 AUDIT DISALLOWANCES:
If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course
of action to address the disallowance shall be at sole discretion of the County, and may include
either an adjustment to future invoices, request for credit, request for a check or a deduction from
current invoices submitted by the Contractor equal to the amount of the disallowance, or to require
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable
to Maricopa County.
4.22 STRICT COMPLIANCE:
Acceptance by County of a performance that is not in strict compliance with the terms of the
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of
the Contract.
4.23 VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.
4.24 SEVERABILITY:
The removal, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.

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4.25 RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional cost
or other restriction except as may be established by law or applicable regulation. Each Party shall
supply to the other Party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.
4.26 RELATIONSHIPS:
4.26.1 In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be
construed as to create the relationship of employer and employee, co-employee,
partnership, principal and agent, or joint venture between the County and the Contractor.
4.26.2 The County reserves the right of final approval on proposed staff. Also, upon request by
the County, the Contractor will be required to remove any employees working on County
projects and substitute personnel based on the discretion of the County within two
business days, unless previously approved by the County.
4.27 NON-DISCRIMINATION:
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order
2009-09 including flow down of all provisions and requirements to any subcontractors. Executive
Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be
viewed and downloaded at the 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.
4.28 ISRAEL BOYCOTT:
By submitting this proposal the Contractor certifies that they are in compliance with Article 9,
A.R.S. § 35-393 et seq.
4.29 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
4.29.1 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;
4.29.1.1 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;
4.29.1.2 have not within a three (3) year period preceding this Contract:
4.29.1.2.1 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
4.29.1.2.2 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;
4.29.1.2.3 are not presently indicted or criminally charged by a government
entity (Federal, State or local) with commission of any criminal

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offenses in connection with obtaining, attempting to obtain, or as the
result of performing a government entity public (Federal, State or
local) transaction or contract; and are not presently facing any civil
charges from any governmental entity regarding obtaining,
attempting to obtain, or from performing any governmental entity
contract or other transaction; and have not within a three (3) year
period preceding this Contract had any public transaction (Federal,
State or local) terminated for cause or default.
4.29.1.2.4 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.
4.29.2 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.
4.30 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS:
4.30.1 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.
4.30.2 The County retains the legal right to inspect Contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 4.30.1
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.
4.31 CONTRACTOR LICENSE REQUIREMENT:
4.31.1 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.

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4.31.2 Contractor furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. Contractor is not relieved of its obligation to obtain and possess the required
licenses by subcontracting of the labor portion of the Contract. Contractors are advised
to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing
requirements for a particular contract. Contractor shall identify which license(s), if any,
the Registrar of Contractors requires for performance of the Contract.
4.32 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:
4.32.1 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,
4.32.2 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.
4.33 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.
4.34 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
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.

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4.35 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.

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4.36 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.
4.37 GOVERNING LAW:
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona.