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SERIAL 180195 RFP OPERATIONAL LEASE OF TRUCKS DATE OF LAST REVISION: February 21, 2018 CONTRACT END DATE: February 28, 2021 CONTRACT PERIOD THROUGH FEBRUARY 28, 2021 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for OPERATIONAL LEASE OF TRUCKS 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 February 21, 2018 (Eff. 03/01/18). All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. JG/mm Attach Copy to: Office of Procurement Services Chuck Mayper (MCSO) Amie Bristol (MCSO) (Please remove Serial 10075-S from your contract notebooks) SERIAL 180195-S PENSKE TRUCK LEASING CO LP, PO BOX 7429, PASADENA, CA 91109 NIGP CODE: 87584 RESPONDENT NAME: Penske Truck Leasing Co., L.P. COUNTY VENDOR NUMBER: VC0000002333 ADDRESS: 1945 W. Hilton Ave., Phoenix, AZ 85009 P.O. ADDRESS: PO Box 7429, Pasadena, CA 91109-7429 TELEPHONE NUMBER: 602-255-6200 FACSIMILE NUMBER: 602-258-0381 WEB SITE: www.GoPenske.com REPRESENTATIVE: Mike Bastien REPRESENTATIVE E-MAIL: Mike.bastien@penske.com NET 30 DAYS Pricing Annual Lease LEASED ITEMS (NON REFRIGERATED) Quantity Amount Price per Mile 2.4.2 24FT FLATBED TRUCK 1 $ 15,909.00 $0.10 2.4.4 2-AXLE DAY CAB TRACTOR 4 $ 22,224.00 $0.09 2.4.5 3-AXLE DAY CAB TRACTOR 3 $ 22,824.00 $0.09 2.4.6 28FT DRY BOX TRAILER 3 $ 5,112.00 $0.04 2.4.7 28FT DRY BOX TRAILER, LIFTGATE 3 $ 8,748.00 $0.04 2.4.14 48FT FLATBED TRAILER $ 11,700.00 $0.05 Price per Annual Lease Operational LEASED ITEMS (REFRIGERATED) Quantity Amount Price per Mile Hour 2.4.9 28FT REF TRAILER 3 $ 11,172.00 $0.04 $ 0.80 2.4.10 28FT FER TRAILER, LIFTGATE 3 $ 15,192.00 $0.05 $ 0.80 2.4.11 48FT REF TRAILER 7 $ 12,132.00 $0.05 $ 0.80 2.4.12 48FT REF TRAILER, LIFTGATE 2 $ 16,284.00 $0.05 $ 0.80 2.4.13 48FT REF TRAILER, SWING DOOR 1 $ 11,676.00 $0.05 $ 0.80 16FT TRUCK, REF, LIFTGATE, NON 2.4.1 CDL 1 $ 25,182.60 $0.10 $ 0.80 2.4.3 24FT REF TRUCK, LIFTGATE $ 28,164.00 $0.10 $ 0.80 2.4.4 28FT REF TRUCK, LIFTGATE $ 34,884.00 $0.15 $ 0.80 2.4.15 53FT REF TRAILER $ 13,152.00 $0.05 $ 0.80 2.4.16 26FT REF TRUCK, LIFTGATE $ 28,320.00 $0.10 $ 0.80 RENTAL ITEMS (NON REFRIGERATED) Daily Weekly Monthly Annual Price Quantity Rental Rate Rental Rate Rental Rate Rental Rate per Mile 2.4.2 24FT FLATBED TRUCK 1 $90.00 $450.00 $ 1,950.00 $ 23,400.00 $0.14 2 AXLE DAY CAB 2.4.4 TRACTOR 4 $ 130.00 $650.00 $ 2,816.00 $ 33,799.68 $0.12 3 AXLE DAY CAB 2.4.5 TRACTOR 3 $ 130.00 $650.00 $ 2,816.00 $ 33,799.68 $0.12 SERIAL 180195-S PENSKE TRUCK LEASING CO LP 28FT DRY BOX 2.4.6 TRAILER 3 $21.00 $105.00 $ 4,556.00 $ 5,460.00 $0.03 28FT DRY BOX 2.4.7 TRAILER, LIFTGATE 3 $37.00 $185.12 $ 802.00 $ 9,624.00 $0.04 48FT FLATBED 2.4.14 TRAILER $23.00 $115.00 $ 500.00 $ 6,000.00 $0.04 RENTAL ITEMS (REFRIGERATED) Daily Monthly Annual Price Price per Rental Weekly Rental Rental per Operational Quantity Rate Rental Rate Rate Rate Mile Hour 2.4.9 28FT REF TRAILER 3 $63.00 $315.00 $ 1,365.00 $16,380.00 $0.04 $1.00 28FT REF TRAILER, 2.4.10 LIFTGATE 3 $68.00 $340.00 $ 1,473.33 $17,679.96 $0.05 $1.00 2.4.11 48FT REF TRAILER 7 $63.00 $315.00 $ 1,365.00 $16,380.00 $0.04 $1.00 48FT REF TRAILER, 2.4.12 LIFTGATE 2 $68.00 $340.00 $ 1,473.00 $17,649.96 $0.05 $1.00 48FT REF TRAILER, 2.4.13 SWING DOOR 1 $63.00 $315.00 $ 1,365.00 $16,380.00 $0.04 $1.00 16FT REF LIFTGATE, 2.4.1 NON CDL 1 $125.00 $625.00 $ 2,708.33 $32,499.96 $0.14 $1.00 2.4.3 24FT REF TRUCK $145.00 $725.00 $ 3,141.66 $37,699.92 $0.14 $1.00 2.4.15 53FT REF TRAILER $63.00 $315.00 $ 1,365.00 $16,380.00 $0.04 $1.00 26FT REF TRUCK, 2.4.16 LIFTGATE $145.00 $725.00 $ 3,141.66 $37,699.92 $0.14 $1.00 Leasing Pricing For Equipment with Mileage not Exceeding 80,000 Miles Annual Lease Price per LEASED ITEMS (NON REFRIGERATED) Quantity Amount Mile 2.4.2 24FT FLATBED TRUCK 1 $ 15,909.00 $0.10 2.4.4 2-AXLE DAY CAB TRACTOR 4 $ 2,224.00 $0.09 2.4.5 3-AXLE DAY CAB TRACTOR 3 $ 22,824.00 $0.09 2.4.6 28FT DRY BOX TRAILER 3 $ 5,112.00 $0.04 2.4.7 28FT DRY BOX TRAILER, LIFTGATE 3 $ 8,748.00 $0.04 Price per Annual Lease Price per Operational LEASED ITEMS (REFRIGERATED) Amount Mile Hour 2.4.9 28FT REF TRAILER 3 $ 11,172.00 $0.04 $0.80 2.4.10 28FT FER TRAILER, LIFTGATE 3 $ 15,192.00 $0.04 $0.80 2.4.11 48FT REF TRAILER 7 $ 12,132.00 $0.05 $0.80 2.4.12 48FT REF TRAILER, LIFTGATE 2 $ 16,284.00 $0.05 $0.80 2.4.13 48FT REF TRAILER, SWING DOOR 1 $ 11,676.00 $0.05 $0.80 16FT TRUCK, REF, LIFTGATE, NON 2.4.1 CDL 1 $ 25,182.00 $0.10 $0.80 2.4.3 24FT REF TRUCK $ 28,164.00 $0.10 $0.80 2.4.4 28FT REF TRUCK, LIFTGATE $ 34,884.00 $0.15 $0.80 2.4.15 53FT REF TRAILER $ 13,152.00 $0.05 $0.80 2.4.16 26FT REF TRUCK, LIFTGATE $ 28,320.00 $0.10 $0.80 SERIAL 180195-S PENSKE TRUCK LEASING CO LP PRICING SHEET: NIGP CODE 97584 Terms: NET 30 Vendor Number: VC0000002333 Certificates of Insurance Required Contract Period: To cover the period ending February 28 2021. SERIAL 180195-S OPERATIONAL LEASE OF TRUCKS 1.0 INTENT: The intent of this solicitation is to establish a multiple award contract for the lease and rental of trucks, trailers (including refrigerated) and tractors. The County reserves the right to conduct negotiations with the selected Contractor to establish a mutually agreeable Equipment Lease Service Agreement. Other governmental entities under agreement with the County may have access to services provided hereunder (see also Sections 3.8 and 3.9, 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: 2.1.1 Operational Availability: The primary user of the equipment under this Contract is the Maricopa County Sheriff’s Office who conducts transportation operations twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year inclusive of holidays. 2.1.2 Lease: For the purposes of this Contract, Lease shall be defined as: an operational lease agreement with a co-terminus date of this Contract. The County may, at its option, purchase the equipment at the term of the Contract or any renewals and extensions. In no way will the County be obligated to purchase the equipment at any time. The County will retain Equipment on a daily, weekly, monthly, or yearly basis. If a piece of Equipment is retained longer than the previously agreed upon period of time, the next longest-term rate shall be applicable. i.e.; If the County asks for a daily rate and keeps the Equipment for a week then the weekly rate is to be charged. 2.1.3 Lease expiration: Equipment to be returned together with all accessories, free from all damage and in the condition as when received by Lessee, minus ordinary wear and tear. 2.2 STATEMENT OF WORK: 2.2.1 Contractor shall provide all routine and regular maintenance, service, and exterior cleaning, except those repairs or replacements of parts caused by misuse, accident, or negligence on the part of the county. County requires on-site maintenance of refrigeration equipment unless arrangements can be made on a case by case basis. 2.2.1.1 Unless otherwise noted, County shall transport all equipment to Contractor facility if said facility is located within fifteen (15) driving miles of 3250 West Lower Buckeye Road. 2.2.1.2 If Contractor facility is more than fifteen (15) driving miles of 3250 West Lower Buckeye Road, Contractor shall be required to perform routine and regular maintenance, service, and exterior cleaning at County’s location. 2.2.1.3 Exterior cleaning service shall be completed at least once, but no more than twice per month. SERIAL 180195-S 2.2.1.4 In the event regular or scheduled maintenance is necessary, a replacement (mutually acceptable) Equipment must be provided immediately, if requested by the County. If a replacement cannot be provided and the Equipment will be in the shop more than twenty-four (24) hours a daily credit will be provided to the County for any whole days over the twenty-four (24) hour period. 2.2.1.5 In the event of any unscheduled repairs or a breakdown of the Equipment, the contractor will replace the Equipment within one (1) calendar day with a mutually acceptable Equipment. The contractor is responsible for towing/transporting Equipment to their service shop, except for disability arising from accident, misuse or negligence by the County. 2.2.1.6 For damages caused by misuse, accident or negligence by the County, an appraiser under contract to the County shall have the right to appraise the damage and obtain a price for these repairs at a shop of the County’s choice. 2.2.1.7 For damage covered under warranty, Contractor shall make arrangements for the Equipment to be towed or transported to its service location for repairs. The County shall have the option to have the Equipment repaired at a shop of its choice, and pay this repairing facility directly. For the purpose of repairs and liability of damage incurred to the Equipment, Maricopa County is a self-insured entity. Maricopa County is insured for auto liability including Equipment physical damage liability for $25,000,000 subject to $1,000,000 self-insured retention. Maricopa County is responsible for providing Liability/Collision/Comprehensive Coverage for Equipment obtained under this contract - except that Maricopa County will not provide coverage for claims resulting from defective equipment or repairs by the contractor, or when in sole control of the contractor. 2.2.2 Prior to taking possession of the Equipment, County and Contractor shall jointly inspect the Equipment for any damage. All damage shall be documented on a form that details the Equipment identifying information, the location of the damage, and a full description of the damage. The inspection report shall be signed by both parties, copies of which shall be retained by each party. 2.2.2.1 At the term of the Lease, County and Contractor shall compare the current state of the Equipment against the signed inspection report. All damage beyond standard wear and tear shall be the responsibility of the County to remedy. 2.2.2.2 In the event of a dispute regarding Equipment damage and responsibility, an appraiser under contract to Maricopa County in conjunction with Maricopa County Risk Management, shall make the final determination. 2.2.3 All Equipment shall be reasonably clean on the exterior and interior at the initial inspection and at the return of the Equipment. 2.2.4 Contractor shall provide Equipment with a full tank of fuel. County shall, at term of lease, return Equipment with a full tank of fuel. 2.2.5 Contractor shall provide a nation-wide toll free number that can provide maintenance, break down repair, tire service, and refrigeration service and repair twenty-four (24) hours per day, seven days per week, and 365 days per year for any area that the County operates. SERIAL 180195-S 2.2.6 Contractor will provide the County a twenty-four (24) hour toll free number for emergency replacement ordering. Maximum waiting period not to exceed twenty-four (24) hours. 2.2.7 Only authorized Maricopa County employees shall operate the Equipment. A list of qualified drivers will be provided upon request. 2.3 FLEET REQUIREMENTS: 2.3.1 Contractor shall provide County with Equipment that is no more than two (2) model years old and does not exceed fifty thousand (50,000) miles. If the following circumstances apply to any piece of Equipment during the term of Contract, County reserves the right to request replacement equipment without penalty or extension of the current lease term: 2.3.1.1 Trailer shall be no more than six (6) model years old. 2.3.1.2 Refrigeration Trailers shall have no more than fourteen thousand (14,000) hours on the refrigeration unit. 2.3.2 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. 2.3.3 County shall report to Contractor Equipment mileage and refrigeration unit hours on a mutually agreed upon date and format. 2.3.4 All trucks and trailers must be capable of being loaded and unloaded at an industry standard dock that is 48 inches high and equipped with a dock plate that is 72 inches wide with a dock plate extension that is 16 inches long. 2.3.4.1 There can be no extensions or other equipment that would preclude dock plate extensions from reaching a safe point inside the cargo box. 2.3.4.2 There must be no obstacles that would prohibit rolling stock from being loaded and unloaded on and off the cargo box. 2.3.5 All lease Equipment must comply with current federal and California Code of Regulations Title 17 as it pertains to California Air Recourses Board (CARB) Greenhouse Emissions Reduction Measure in effect at time of lease and or rental. 2.3.6 Contractor will provide all license, fees, HVUT (Heavy Vehicle Use Tax), and any other tax and use fees that are required. These fees will be included in the lease and or rental charges. Driver Trip Reports (DTR’s) will be submitted to the contractor by the County on all leased and rental units with an IRP (International Registration Plan) license plate. Any and all road & fuel tax associated with these DTR’s shall be rebilled to the County on a quarterly basis. 2.4 EQUIPMENT SPECIFICATIONS: 2.4.1 16ft Straight Truck (non-CDL refrigerated with rail lift gate) – Quantity 1 2.4.1.1 Engine 2.4.1.1.1 Diesel only SERIAL 180195-S 2.4.1.1.2 Diesel engine that meets 2010 diesel engine emissions standards. 2.4.1.2 Transmission 2.4.1.2.1 Manual or non-CDL transmission automatic only 2.4.1.3 Cab 2.4.1.3.1 Air ride driver’s seat covered in a cloth or other heat displacing material 2.4.1.3.2 Air conditioning 2.4.1.3.3 AM/FM radio 2.4.1.3.4 Cruise control 2.4.1.4 Chassis 2.4.1.4.1 Single axle 2.4.1.4.2 Air ride suspension 2.4.1.4.3 100 gallon fuel tank 2.4.1.5 Cargo box 2.4.1.5.1 16ft length 2.4.1.5.2 Cargo floor flat only 2.4.1.5.3 Load locking rail system high and low 2.4.1.5.4 Rollup cargo door only – must be ninety-two (92) inches or taller 2.4.1.5.5 Minimum of 2 cargo box lights 2.4.1.5.6 Cargo box exterior dimensions, height 97 inches, width 102 inches. 2.4.1.5.7 Scuff pad installed on bottom interior sides 18 inches high. 2.4.1.5.8 Industry standard dock height of approximately 54 inches high. 2.4.1.6 Refrigeration 2.4.1.6.1 Thermo King or Carrier system (or refrigeration system of like functionality) capable of maintaining approximately -20 degrees 2.4.1.6.2 Remote in cab refrigeration control 2.4.1.6.3 No separate fuel system for refrigeration system. 2.4.1.7 Lift gate 2.4.1.7.1 Rail or column system only 2.4.1.7.2 Platform dimensions minimum of 84 inches wide by 96 inches long with a 16 inch hinged ramp. 2.4.1.7.3 Minimum 5,500lb capacity 2.4.1.8 Minimum 26,000lbs GVW rating 2.4.2 24ft Flatbed Truck – Quantity 1 2.4.2.1 Engine 2.4.2.1.1 Diesel only 2.4.2.1.2 Diesel engine that meets 2010 diesel engine emissions standards 2.4.2.2 Transmission 2.4.2.2.1 Manual or automatic SERIAL 180195-S 2.4.2.3 Cab 2.4.2.3.1 Air ride driver’s seat covered in a cloth or other 2.4.2.3.2 Air conditioning 2.4.2.3.3 AM/FM radio 2.4.2.3.4 Cruise control 2.4.2.4 Chassis 2.4.2.4.1 1 single axle 2.4.2.4.2 Air ride suspension 2.4.2.4.3 100 gallon fuel tank 2.4.2.5 Cargo bed 2.4.2.5.1 24 foot flat body x 102” wide 2.4.2.5.2 Complete all around stake sides mounted 2.4.2.5.3 Sliding ratchet type cargo strap devices mounted 2.4.3 24ft Refrigerated Truck 2.4.3.1 Engine 2.4.3.1.1 Diesel only 2.4.3.1.2 Diesel engine that meets 2010 diesel engine emissions standards. 2.4.3.2 Transmission 2.4.3.2.1 Manual or automatic 2.4.3.3 Cab 2.4.3.3.1 Air ride driver’s seat covered in a cloth or other heat displacing material 2.4.3.3.2 Air conditioning 2.4.3.3.3 AM/FM radio 2.4.3.3.4 Cruise control 2.4.3.4 Chassis 2.4.3.4.1 1 single axle 2.4.3.4.2 Air ride suspension 2.4.3.4.3 100 gallon fuel tank 2.4.3.5 Cargo box 2.4.3.5.1 24ft length 2.4.3.5.2 Cargo box floor flat only 2.4.3.5.3 Cargo load locking rail system high and low 2.4.3.5.4 Rollup cargo door only - must be ninety-two (92) inches or taller 2.4.3.5.5 Minimum of 2 cargo box lights 2.4.3.6 Refrigeration 2.4.3.6.1 Thermo King or Carrier system (or refrigeration system of like functionality) capable of maintaining approximately -20 degrees 2.4.3.6.2 Remote in cab refrigeration controls 2.4.3.6.3 No separate fuel systems for refrigeration system SERIAL 180195-S 2.4.3.7 Lift Gate 2.4.3.7.1 Rail or column system only 2.4.3.7.2 Platform dimensions minimum 84 inches wide by 96 inches long with a 16 inch hinged ramp 2.4.3.7.3 Minimum of 5,500lb capacity 2.4.4 28ft Refrigerated Box Truck 2.4.4.1 Engine 2.4.4.1.1 Diesel only 2.4.4.1.2 Diesel engine that meets 2010 diesel engine emissions standards. 2.4.4.2 Transmission 2.4.4.2.1 Manual or automatic 2.4.4.3 Cab 2.4.4.3.1 Air ride driver’s seat covered in a cloth or other heat displacing material 2.4.4.3.2 Air conditioning 2.4.4.3.3 AM/FM radio 2.4.4.3.4 Cruise control 2.4.4.4 Chassis 2.4.4.4.1 1 single axle 2.4.4.4.2 Air ride suspension 2.4.4.4.3 100 gallon fuel tank 2.4.4.5 Cargo box 2.4.4.5.1 24ft length 2.4.4.5.2 Cargo box floor flat only 2.4.4.5.3 Cargo load locking rail system high and low 2.4.4.5.4 Rollup cargo door only - must be ninety-two (92) inches or taller 2.4.4.5.5 Minimum of 2 cargo box lights 2.4.4.6 Refrigeration 2.4.4.6.1 Thermo King or Carrier system (or refrigeration system of like functionality) capable of maintaining approximately -20 degrees 2.4.4.6.2 Remote in cab refrigeration controls 2.4.4.6.3 No separate fuel systems for refrigeration system 2.4.4.7 Lift gate 2.4.4.7.1 Rail or column system only 2.4.4.7.2 Platform dimensions minimum 84 inches wide by 96 inches long with a 16 inch hinged ramp 2.4.4.7.3 Minimum of 5,500lb capacity 2.4.5 2 Axle Day Cab Tractor – Quantity 4 2.4.5.1 Engine 2.4.5.1.1 Diesel only SERIAL 180195-S 2.4.5.1.2 Diesel engine that meets 2010 diesel engine emissions standards. 2.4.5.2 Transmission 2.4.5.2.1 Manual or automatic 2.4.5.3 Cab 2.4.5.3.1 Air conditioning 2.4.5.3.2 AM/FM radio 2.4.5.3.3 Air ride driver and passenger seat covered in a cloth or other heat displacing material. 2.4.5.3.4 Cruise control 2.4.5.4 Chassis 2.4.5.4.1 2 axle only 2.4.5.4.2 Lift gate wiring harness and power cord installed 2.4.5.4.3 Minimum 65,000 GVW rating 2.4.6 3 Axle Day Cab Tractor – Quantity 3 2.4.6.1 Engine 2.4.6.1.1 Diesel only 2.4.6.1.2 Equipped with exhaust diffuser 2.4.6.1.3 Diesel engine that meets 2010 diesel engine emissions standards 2.4.6.2 Transmission 2.4.6.2.1 Manual only (10 or 12 speed) 2.4.6.3 Cab 2.4.6.3.1 Air ride driver and passenger seat covered in a Cloth or other heat displacing material 2.4.6.3.2 Air conditioning 2.4.6.3.3 AM/FM radio 2.4.6.3.4 Cruise control 2.4.6.4 Chassis 2.4.6.4.1 3 axle only 2.4.6.4.2 Minimum 100 gallon capacity fuel tanks 2.4.6.4.3 Lift gate wiring harness and power cord installed 2.4.6.4.4 Sliding fifth wheel 2.4.6.4.5 Minimum 80,000lbs GVW rating 2.4.7 28ft Dry Box Trailer – Quantity 3 2.4.7.1 Cargo box 2.4.7.1.1 Flat floor 2.4.7.1.2 Metal floor only 2.4.7.1.3 Interior siding minimum of 6 feet from floor 2.4.7.1.4 Load lock rail system high and low 2.4.7.1.5 Rollup door only- must be ninety-two (92) inches or taller 2.4.7.1.6 Step at rear of trailer 2.4.7.1.7 Front stabilizer bar SERIAL 180195-S 2.4.7.1.8 Interior cargo box front, side, and floor must be of a material that can be washed and sanitized daily using pressure washers, water and sanitizing chemicals. 2.4.7.1.9 Landing legs must be mounted 133.5 inches from front of trailer. 2.4.8 28ft Dry Box Trailer With Lift Gate – Quantity 3 2.4.8.1 Cargo box 2.4.8.1.1 Flat floor 2.4.8.1.2 Metal floor only 2.4.8.1.3 Interior siding minimum of 6 feet from floor 2.4.8.1.4 Load lock rail system high and low 2.4.8.1.5 Rollup door only- must be ninety-two (92) inches or taller 2.4.8.1.6 Front stabilizer bar 2.4.8.1.7 Interior cargo box front, sides, and floor must be of a material that can be washed and sanitized daily using pressure washer, water and sanitizing chemicals. 2.4.8.1.8 Landing legs must be mounted 133.5 inches from front of trailer. 2.4.8.2 Lift gate 2.4.8.2.1 Rail or column system only 2.4.8.2.2 Platform dimensions minimum 84 inches wide by 96 inches long with a 16 inch hinged ramp 2.4.8.2.3 Minimum of 5,500lb capacity 2.4.9 28ft Refrigerated Trailer – Quantity 3 2.4.9.1 Cargo box 2.4.9.1.1 Flat floor 2.4.9.1.2 Load lock rail system high and low 2.4.9.1.3 Rollup door only- must be ninety-two (92) inches or taller 2.4.9.1.4 Step at rear of trailer 2.4.9.1.5 Must have a front stabilizer bar 2.4.9.2 Refrigeration 2.4.9.2.1 Thermo King or Carrier system (or refrigeration system of like functionality) capable of maintaining approximately -20 degrees 2.4.9.2.2 100 gallon fuel tank 2.4.9.2.3 Landing legs must be mounted 133.5 inches from front of trailer. 2.4.10 28 Ft Refrigerated Trailer With Lift Gate – Quantity 3 2.4.10.1 Cargo box 2.4.10.1.1 Flat floor 2.4.10.1.2 Load lock rail system high and low 2.4.10.1.3 Rollup door only- must be ninety-two (92) inches or taller 2.4.10.1.4 Must have a front stabilizer bar 2.4.10.2 Refrigeration 2.4.10.2.1 Thermo King or Carrier system (or refrigeration system of like functionality) capable of maintaining approximately -20 degrees 2.4.10.2.2 100 gallon fuel tank SERIAL 180195-S 2.4.10.3 Lift gate 2.4.10.3.1 Rail or column system only 2.4.10.3.2 Platform dimensions minimum 84 inches wide by 96 inches long with a 16 inch hinged ramp 2.4.10.3.3 Minimum of 5,500lb capacity 2.4.10.3.4 Landing legs must be mounted 133.5 inches from front of trailer. 2.4.11 48ft Refrigerated Trailer – Quantity 7 2.4.11.1 Cargo box 2.4.11.1.1 Flat floor 2.4.11.1.2 Load lock rail system high and low 2.4.11.1.3 Rollup door only - must be ninety-two (92) inches or taller 2.4.11.2 Refrigeration 2.4.11.2.1 Thermo King or Carrier system (or refrigeration system of like functionality) capable of maintaining approximately -20 degrees 2.4.11.2.2 100 gallon fuel tank 2.4.11.2.3 Step at rear of trailer 2.4.11.2.4 Refrigeration unit must meet CA emissions standards 2.4.12 48ft Refrigerated Trailer With Lift Gate – Quantity 2 2.4.12.1 Cargo box 2.4.12.1.1 Flat floor 2.4.12.1.2 Load lock rail system high and low 2.4.12.1.3 Rollup door only- must be ninety-two (92) inches or taller 2.4.12.2 Refrigeration 2.4.12.2.1 Thermo King or Carrier system (or refrigeration system of like functionality) capable of maintaining approximately -20 degrees 2.4.12.2.2 100 gallon fuel tank 2.4.12.2.3 Refrigeration unit must meet CA emissions standards 2.4.12.3 Lift gate 2.4.12.3.1 Rail or column system only 2.4.12.3.2 Platform dimensions minimum 84 inches wide 96 inches long with a 16 inch hinged ram 2.4.12.3.3 Minimum of 5,500lb capacity 2.4.13 48ft Refrigerated Trailer (Swing Door) – Quantity 1 2.4.13.1 Cargo box 2.4.13.1.1 Flat or corrugated floor 2.4.13.1.2 Load lock rail system high and low 2.4.13.1.3 Swing door only. Air vents in front of trailer and rear door 2.4.13.1.4 Step at rear of trailer 2.4.13.2 Refrigeration 2.4.13.2.1 Thermo King or Carrier system (or refrigeration system of like functionality) capable of maintaining approximately -20 degrees SERIAL 180195-S 2.4.13.2.2 100 gallon fuel tank 2.4.13.2.3 Refrigeration unit must meet CA emissions standards 2.4.14 48ft Flatbed Trailer 2.4.14.1 Cargo bed 2.4.14.1.1 Sliding ratchet type cargo strap devices mounted 2.4.15 53ft refrigerated trailer 2.4.15.1 Cargo box 2.4.15.1.1 Flat floor 2.4.15.1.2 Load lock rail system 2.4.15.1.3 Rollup doors - must be ninety-two (92) inches or taller 2.4.15.1.4 Step at rear of trailer 2.4.15.2 Refrigeration 2.4.15.2.1 Thermo King or Carrier system (or refrigeration system of like functionality) capable of maintaining approximately -20 degrees 2.4.15.2.2 Refrigeration unit must meet CA emissions standards 2.4.16 26ft Refrigerated Box Truck 2.4.16.1 Engine 2.4.16.1.1 Diesel only 2.4.16.1.2 Diesel engine that meets 2010 diesel engine emissions standards. 2.4.16.2 Transmission 2.4.16.2.1 Manual or automatic 2.4.16.3 Cab 2.4.16.3.1 Air ride driver’s seat covered in a cloth or other heat displacing material 2.4.16.3.2 Air conditioning 2.4.16.3.3 AM/FM radio 2.4.16.3.4 Cruise control 2.4.16.4 Chassis 2.4.16.4.1 1 single axle 2.4.16.4.2 Air ride suspension 2.4.16.4.3 100 gallon fuel tank 2.4.16.5 Cargo box 2.4.16.5.1 24ft length 2.4.16.5.2 Cargo box floor flat only 2.4.16.5.3 Cargo load locking rail system high and low 2.4.16.5.4 Rollup cargo door only – must be 92 inches tall or larger 2.4.16.5.5 Minimum of 2 cargo box lights SERIAL 180195-S 2.4.16.6 Refrigeration 2.4.16.6.1 Thermo King or Carrier system (or refrigeration system of like functionality) capable of maintaining approximately -20 degrees 2.4.16.6.2 Remote in cab refrigeration controls 2.4.16.6.3 No separate fuel systems for refrigeration system 2.4.16.7 Lift gate 2.4.16.7.1 Rail or column system only 2.4.16.7.2 Platform dimensions minimum 84 inches wide by 96 inches long with a 16 inch hinged ramp 2.4.16.7.3 Minimum of 5,500lb capacity 3.0 PURCHASING REQUIREMENTS: 3.1 FACILITIES: During the course of this Contract, the County shall provide the Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its obligation enumerated herein. 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, subcontractors and employees and the failure to pass these checks shall deem the respondent non-responsible. 3.3 INVOICES AND PAYMENTS: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address and contact • County bill-to name and contact information • Contract Serial Number • County purchase order number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase (product or services) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Mileage w/rate (if applicable) • Arrival and completion time (if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration SERIAL 180195-S Form located on the County Department of Finance Vendor Registration Web Site http://www.maricopa.gov/922/Vendors. 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 APPLICABLE TAXES: 3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property 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 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. 3.7 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. 3.8 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. SERIAL 180195-S 3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures. 4.0 CONTRACTUAL TERMS & CONDITIONS: 4.1 CONTRACT TERM: This Invitation for Bid is for awarding a firm, fixed-price purchasing contract to cover a term of 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 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: Any requests for reasonable price adjustments must be submitted sixty (60) days prior to the Contract expiration etc. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the date stipulated on the Contract. 4.5 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 SERIAL 180195-S 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, 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. SERIAL 180195-S 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 owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the premises under this Contract. 4.6.10 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, SERIAL 180195-S 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 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. SERIAL 180195-S 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: 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 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. SERIAL 180195-S 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. 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 MC1-371 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. SERIAL 180195-S 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. 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 (2) 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, 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; SERIAL 180195-S 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 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 SERIAL 180195-S 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. 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. 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. SERIAL 180195-S 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. 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.