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SERIAL 180131-S VEHICLE RENTAL DATE OF LAST REVISION: March 21, 2018 CONTRACT END DATE: March 31, 2021 CONTRACT PERIOD THROUGH MARCH 31, 2021 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for VEHICLE RENTAL 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 March 21, 2018. 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. JG/ab Attach Copy to: Office of Procurement Services Amie Bristol, MCSO SERIAL 180131-S NATIONAL CAR RENTAL & ENTERPRISE RENT-A-CAR, 4100 W. GALVESTON STREET, SUITE 1, CHANDLER, AZ 85226 SERIAL 180131-S NIGP CODE: 97514 RESPONDENT'S NAME: National Car Rental & Enterprise Rent-A-Car COUNTY VENDOR NUMBER : VC0000007341 ADDRESS: 4100 W. Galveston Street, Suite 1, Chandler, AZ 85226 TELEPHONE NUMBER: 480-785-4331 FACSIMILE NUMBER: 480-428-1696 WEB SITE: nationalcar.com and enterprise.com CONTACT (REPRESENTATIVE): Dustin Walder, Business Rental Sales Executive REPRESENTATIVE'S E-MAIL ADDRESS: dustin.walder@ehi.com YES NO WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [X ] [ ] PAYMENT TERMS. [X ] NET 30 DAYS 1.0 PRICING: Title Rate Full Size Car- Daily Rental $33.00 Full Size Car - Weekly Rental $170.00 Full Size Car - Monthly Rental $640.00 Full Size Car - Yearly Rental $7,680.00 Premium Size Car - Daily Rental $45.00 Premium Size Car- Weekly Rental $247.00 Premium Size Car - Monthly Rental $850.00 Premium Size Car - Yearly Rental $10,200.00 Luxury Size Car - Daily Rental $54.00 Luxury Size Car - Weekly Rental $270.00 Luxury Size Car - Monthly Rental $1,050.00 Luxury Size Car - -Yearly Rental $12,600.00 1/2 Ton Truck - Daily Rate $51.00 1/2 Ton Truck - Weekly Rental $255.00 1/2 Ton Truck - Monthly Rental $825.00 1/2 Ton Truck - Yearly Rental $9,900.00 Title Rate 1/2 Ton Truck with Special Equipment - Daily Rate $51.00 **See below for equipment 1/2 Ton Truck with Special Equipment - Weekly Rental $255.00 costs 1/2 Ton Truck with Special Equipment - Monthly Rental $825.00 1/2 Ton Truck with Special Equipment - Yearly Rental $9,900.00 SERIAL 180131-S NATIONAL CAR RENTAL & ENTERPRISE RENT-A-CAR Title Rate 3/4 Ton Truck - Daily Rental Rate $58.00 3/4 Ton Truck - Weekly Rental $290.00 3/4 Ton Truck - Monthly Rental $875.00 3/4 Ton Truck - Yearly Rental $10,500.00 3/4 Ton Truck with Special Equipment - Daily Rental Rate $58.00 **See below for 3/4 Ton Truck with Special Equipment - Weekly Rental $290.00 equipment costs 3/4 Ton Truck with Special Equipment - Monthly Rental $875.00 3/4 Ton Truck with Special Equipment - Yearly Rental $10,500.00 Minivan - Daily Rental $48.00 Minivan - Weekly Rental $240.00 Minivan - Monthly Rental $850.00 Minivan - Yearly Rental $10,200.00 Seven Passenger Van - Daily Rental $48.00 Seven Passenger Van - Weekly Rental $240.00 Seven Passenger Van - Monthly Rental $850.00 Seven Passenger Van - Yearly Rental $10,200.00 15 Passenger Van - Daily Rental $94.00 15 Passenger Van -Weekly Rental $470.00 15 Passenger Van - Monthly Rental $1,880.00 15 Passenger Van -Yearly Rental $22,560.00 1/2 Ton Tuck 4WD - Daily Rental $51.00 1/2 Ton Truck 4WD - Weekly Rental $255.00 1/2 Ton Truck 4WD - Monthly Rental $825.00 1/2 Ton Truck 4WD - Yearly Rental $9,900.00 1/2 Ton Tuck 4WD with Special Equipment - Daily Rental $51.00 **See below for 1/2 Ton Truck 4WD with Special Equipment- Weekly Rental $255.00 equipment costs 1/2 Ton Truck 4WD with Special Equipment - Monthly Rental $825.00 1/2 Ton Truck 4WD with Special Equipment - Yearly $9,900.00 Rental 3/4 Ton Truck 4WD - Daily Rental $51.00 3/4 Ton Truck 4WD - Weekly Rental $255.00 3/4 Ton Truck 4WD - Monthly Rental $825.00 3/4 Ton Truck 4WD - Yearly Rental $9,900.00 3/4 Ton Truck 4WD with Special Equipment - Daily Rental $51.00 **See below for 3/4 Ton Truck 4WD with Special Equipment - Weekly Rental $255.00 equipment costs 3/4 Ton Truck 4WD with Special Equipment - Monthly Rental $825.00 3/4 Ton Truck 4WD with Special Equipment - Yearly Rental $9,900.00 SERIAL 180131-S NATIONAL CAR RENTAL & ENTERPRISE RENT-A-CAR Title Rate Compact SUV - Daily Rental $50.00 Compact SUV - Weekly Rental $250.00 Compact SUV - Monthly Rental $800.00 Compact SUV - Yearly Rental $9,600.00 Full Size SUV - Daily Rental $65.00 Full Size SUV - Weekly Rental $368.00 Full Size SUV - Monthly Rental $1,100.00 Full Size SUV - Yearly Rental $13,200.00 Premium Size SUV - Daily Rental $114.00 Premium Size SUV - Weekly Rental $570.00 Premium Size SUV - Monthly Rental $2,280.00 Premium Size SUV - Yearly Rental $27,360.00 Compact SUV with 4WD - Daily Rental $50.00 Compact SUV with 4WD - Weekly Rental $250.00 Compact SUV with 4WD - Monthly Rental $800.00 Compact SUV with 4WD - Yearly Rental $9,600.00 Full Size SUV 4WD - Daily Rental $65.00 Full Size SUV with 4WD - Weekly Rental $368.00 Full Size SUV with 4WD - Monthly Rental $1,100.00 Full Size SUV with 4WD - Yearly Rental $13,200.00 Premium Size SUV 4WD - Daily Rental $114.00 Premium Size SUV with 4WD - Weekly Rental $570.00 Premium Size SUV with 4WD - Monthly Rental $2,280.00 Premium Size SUV with 4WD - Yearly Rental $27,360.00 Cost Per Vehicle for Limo Tinting and repairs Rate Sedans $160.00 SUVS/Vans/Trucks $180.00 Tint Removal $80.00 Excessive Mileage Penalty (if applicable) $0.20 Labor Rate for Body and Fender Repairs $26.00 Labor Rate for Frame Repairs $26.00 Labor Rate for Mechanical Work $35.00 Labor Rate for Paint Work $18.00 Parts 30% Off of list cost Domestic 15% off of list cost Import ***Special Equipment Tool Box-$495.00 One time fee (includes parts, adding and removing equipment) Camper Shell-$2,000.00 One time fee (includes parts, adding and removing equipment) Tonneau Cover-$900.00 One time fee (includes parts, adding and removing equipment) 5.4.1.2 Attachment B – Agreement Page Respondent hereby certifies that Respondent has read, understands and agrees that acceptance by Maricopa County of the Respondent’s Offer will create a binding Contract. Respondent agrees to fully comply with all terms and conditions as set forth in the Maricopa County Procurement Code, and amendments thereto, together with the specifications and other documentary forms herewith made a part of this specific procurement BY SIGNING THIS PAGE THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED T H E ADMINISTRATIVE INFORMATION AND STANDARD CONTRACT’S TERMS AND CONDITIONS LOCATED AT https://www.maricopa.gov/DocumentCenter/View/6453, AND AGREE TO BE CONTRACTUALLY BOUND TO THEM. Small Business Enterprise (SBE) Enterprise Leasing Co of Phoenix, LLC dba National Car Rental: 02-292-4286 National Car Rental & Enterprise Rent-A-Car 86-0408806 Enterprise Rent-A-Car: 04-638-0093 Respondent (Firm) Submitting Proposal Federal Tax ID No. Duns # Ryan Todd Vice President/General Manager, Arizona Group Printed Name and Title Authorized uthor o or or or izedSignature Signature 4100 W. Galveston Street, Suite 1 480-785-4320 480-940-313 480-940-3136 Address Telephone Fax Number Chandler AZ 85226 October 15, 2017 City State Zip Date nationalcar.com, enterprise.com, enterpriseholdings.com ryan.todd@ehi.com Website: www Email Address MARICOPA COUNTY, ARIZONA BY: Chief Procurement Officer Date Office of Procurement Services BY: Chairman, Board of Supervisors Date Attested Clerk of The Board Date Approved as to Form: Deputy County Attorney Date 9 Information contained on this page contains matters which are the subject of ongoing negotiations; are confidential and proprietary; and subject to strict restrictions and limitations on use and disclosure. Please refer to Enterprise Holdings’ Statements on Confidentiality and Non-Binding Nature for further detail. Copyright 2017 Enterprise Holdings. All rights reserved. All other marks are the property of their respective owners. SERIAL 180131-S VEHICLE RENTAL 1.0 INTENT: The intent of this solicitation is to establish a contract to rent vehicles for Maricopa County. The primary user of the contract is the County’s Sheriff’s Office. 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 Contractor shall make available to County various makes and models of passenger vehicles, passenger vans, mini vans, ½ ton and ¾ ton trucks with extended cab (both 4x4 and standard), sport utility vehicles (either 4x4 or standard); equipped with a minimum of an XLT packages or of equal level depending on the vehicle manufacturer. 2.2 All vehicles shall be current model year or used vehicles not more than three (3) model years old. Total vehicle miles shall not exceed fifty thousand (50,000) miles or seventy thousand (70,000) miles for Canine or specialty vehicles. County shall return to Contractor any vehicle exceeding the age or mileage limit unless agreed to by the parties. 2.3 County does not guarantee a minimum number of vehicles to be rented at any given time. The current range of monthly rentals is approximately one hundred thirty-five (135) total vehicles, with a varying mix of passenger, utility, and truck vehicle types. The average period of rental is one (1) to two (2) years. Rental periods may vary. County does not guarantee a specific length of rental. 2.4 Contractor shall ensure that each vehicle class contains multiple make, model and color options. 2.5 Due to operational requirements, the County may request that a vehicle be exchanged before the expiration of the rental period. Contractor shall provide an exchange vehicle without fee or penalty to County. 2.6 All vehicles must be currently registered and licensed in the State of Arizona and must be operating lawfully. Out of state registration may be authorized for operations at the direction of the County. 2.7 All vehicles shall have limo tint on all windows. The windshield shall have a six inch wide strip of limo tint across the top. 2.8 Special Equipment: 2.8.1 County may request the vehicle to be equipped with a car alarm if one is not already standard equipment. 2.8.2 County may request the addition of Tonneau covers, toolboxes and/or camper shells for ½ and ¾ ton trucks. Contractor shall charge the vehicle with Special Equipment rate as defined in Attachment A, Pricing. 2.9 Vehicles shall not have any permanent markings or advertisement for the Contractor. 2.10 Vehicles shall be pre-approved by the County before introduction into the fleet. SERIAL 180131-S 2.11 Contractor shall issue all vehicles with a full tank of fuel and County shall return all vehicles with a full tank of fuel except under the circumstances of a disabled vehicle or condition where accessibility to the gas tank is impaired or safety measures are a consideration. 2.12 Prior to acceptance of a vehicle both Contractor and County must note on the acceptance form provided by the County any damage to the vehicle. Any damage to the vehicle from the date of the acceptance, except as noted, will be the responsibility of County. 2.13 Contractor shall provide periodic maintenance inspections; routine maintenance, repairing and/or replacing parts, except those parts damaged by misuse, or negligence on the part of the operator. 2.14 Contractor shall provide all collision repair services for Contract vehicles. All collision repairs must be authorized by County prior to the commencement of the repairs. Contractor shall invoice County for the actual cost of the repairs and parts without further markup to the County. 2.15 Contractor shall maintain repair and collision facilities within Maricopa County. All facilities must be pre-approved by the County before being utilized by Contractor for vehicles under this Contract. 2.16 For damage to a vehicle caused by misuse or negligence of the County, the County shall make all necessary repairs utilizing recognized industry standards for determining costs. The County retains the option to have wear and tear damage repaired at the repair facility of its choosing. The County shall be responsible for the management of and the payment for the repairs. For the purpose of repairs and liability of damage incurred to rental vehicles, Maricopa County is a self-insured entity. 2.17 Contractor may be requested to provide an alternate, similar vehicle for those vehicles not available for use due to maintenance and repairs. 2.18 In the event that a vehicle is not functioning or is otherwise rendered inoperable, Contractor shall replace the vehicle within twenty-four (24) hours. However, Contractor shall exercise commercially reasonable efforts to replace vehicles on shorter time frames, if requested and if possible. 2.19 Contractor is responsible for towing/transporting vehicles to its service location. Contractor shall make towing services available 24 hours a day, 7 days per week. 2.20 Contractor shall provide roadside assistance services. Roadside assistance service include, but are not limited to, flat tires, lock outs or other services that can be resolved within roadside assistance capability. 2.21 County shall be responsible for all towing outside Maricopa County to the closest authorized service location. 2.22 Contractor agrees to the reasonable mounting of communications equipment in some vehicles. The most often used procedure is to drill a hole in the front, passenger side firewall in routing the radio power cord to the engine compartment, which is then covered by existing carpeting. The radio itself is usually contained below the rear seat in most of these modified vehicles. Holes are then drilled in the floorboard to secure the radio. Any other cabling or mounting is then routed through existing channels or brackets and does not require any modifications. Upon disassembly the drilled holes are filled with the appropriate epoxy type material or inserts and then re-covered by the carpeting or seats. Prior to installation of any communications or other equipment, County personnel will come to an agreement with the Contractor on the monetary amount of damage caused by this installation. The Contractor shall be reimbursed for such damages. 2.23 Contractor shall not disclose the nature of this Contract, the description of the vehicles, or their operators. Contractor shall direct all requests for information regarding this Contract to County representatives. SERIAL 180131-S 2.24 County shall provide Contractor with a monthly mileage report per rented vehicle. 2.25 Only County employees or those legally authorized by County to do so shall operate the vehicles. 2.26 County may, at its option at any point of the Contract period, request a fair and reasonable purchase price for any piece of Equipment. Contractor shall provide County a quote that reflects the industry standard price for equipment of similar make, model, mileage and usage. Contractor shall hold the pricing firm for a period of at least ninety (90) days for the review of County. If County elects to purchase the equipment, County shall issue Contractor a letter of intent stating the full equipment description and the quoted price pending the approval of the Maricopa County Board of Supervisors. 3.0 PURCHASING REQUIREMENTS: 3.1 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. 3.2 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, sub-contractors and employees and the failure to pass these checks shall deem the respondent non-responsible. 3.3 INVOICES AND PAYMENTS: 3.3.1 Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Contractor shall submit invoices on a monthly basis. Rentals for each department must be invoiced separately. Invoices shall include: • Vehicle Make, Model and Year • License Plate Number • Vehicle Identification Number Incomplete invoices will not be processed. 3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site http://www.maricopa.gov/Finance/Vendors.aspx. 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. SERIAL 180131-S 3.4 APPLICABLE TAXES: 3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.4.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including; transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation. 3.5 TAX (SERVICES): No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the cost in the proposal price. 3.6 TAX (COMMODITIES): Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the tax percentage in their proposal. 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. SERIAL 180131-S 3.11 VOLUNTARY EMPLOYEE DISCOUNTS: 3.11.1 Vendors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a vendor offers or does not offer an employee discount is not a factor in nor considered in the evaluation of responses to this solicitation. 3.11.2 Any discount offered is part of a commercial transaction between the vendor and individual County employees and the County is not a party to the transaction. Any disputes or issues arising from an individual commercial transaction between the vendor and an individual County employee is a matter between the vendor and the employee. If a discount is offered, the terms will be announced to County employees. 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 three (3) 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 PRICE ADJUSTMENTS: Any requests for reasonable price adjustments must be submitted sixty (60) days prior to the Contract expiration. 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 and shall only apply to those rental periods commenced after the approval date. 4.4 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. 4.5 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. SERIAL 180131-S 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. 4.6 INSURANCE: 4.6.1 Contractor’s 3rd party automobile liability exposure is secondary and is limited by Arizona Statute to $15,000, $30,000 in bodily injury and $10,000 in property damage coverage (the “Limits”). The County acknowledges and agrees that Contractor shall not be liable to the County or any third party for any amount in excess of the Limits in connection with any third party automobile claim against the County and/or Contractor. 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 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. 4.6.4 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. 4.6.5 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. 4.6.6 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. SERIAL 180131-S 4.6.7 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. 4.6.8 Certificates of Insurance: 4.6.8.1 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. 4.6.8.2 In the event any insurance policy(ies) required by this contract is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 4.6.8.3 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. 4.6.9 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 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 SERIAL 180131-S 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 REQUIREMENTS CONTRACT: 4.9.1 This Contract does not guarantee any minimum or maximum purchases will be made. If purchases are made for the materials or requirement contained in the Contract, they will be purchased from the Contractor awarded that line item. 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 90 calendar days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop-work is SERIAL 180131-S delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either: 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. 4.12.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or Contract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 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 subparagraphs may be exercised if the Contractor does not cure such failure within 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 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 project. SERIAL 180131-S 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 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 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. 4.20 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 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. SERIAL 180131-S 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. 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 Governor of the State of Arizona website http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. 4.28 ISRAEL BOYCOTT: By submitting this proposal the Contractor certifies that they are in compliance with Article 9, Arizona Revised Statutes Section 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 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 SERIAL 180131-S 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 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 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 ARIZONA REVISED STATUTES §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 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, SERIAL 180131-S 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. 4.32 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 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. 4.33 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. 4.34 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. 4.35 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. 4.36 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. SERIAL 180131-S 4.37 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. 4.38 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.