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SERIAL 171115-ROQ OUTSIDE LEGAL SERVICES DATE OF LAST REVISION: January 17, 2018 CONTRACT END DATE: March 31, 2020 CONTRACT PERIOD THROUGH MARCH 31, 2020 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for OUTSIDE LEGAL SERVICES Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on March 22, 2017. 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. AS/mm Attach Copy to: Office of Procurement Services Doug Irish, County Attorney Thomas Liddy, Risk Management (Please remove Serial 13102-ROQ from your contract notebooks) SERIAL 171115-ROQ ADAMS & CLARK PC, 520 E PORTLAND ST, PHOENIX, AZ 85004 COMPANY NAME: Adams & Clark, PC DOING BUSINESS AS (dba): MAILING ADDRESS: 520 E Portland St., Ste. 200, Phoenix, AZ 850074 REMIT TO ADDRESS: TELPHONE NUMBER: 602-258-3542 FAX NUMBER: 602-258-1377 WWW ADDRESS: Adamsclark.com REPRESENTATIVE NAME: Karen Clark REPRESENTATIVE TELEPHONE NUMBER: 602-258-3542 REPRESENTATIVE EMAIL ADDRESS Karen@adamsclark.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: PAYMENT TERMS: SERIAL 171115-ROQ ADAMS & CLARK PC Appellate Hourly Rate Senior Ptnr (16+ years $250.00 Partner (10-16) $N/A Senior Associate (5-10) $175.00 Associate (0-5) $N/A Paralegal/ "Law Clerk" $100.00 PRICING SHEET: NIGP CODE 96149 Terms: NO TERM Vendor Number: VC0000002734 Certificates of Insurance Required Contract Period: To cover the period ending March 31, 2020. CONTRACT EFFECTIVE JANUARY 17, 2018. SERIAL 171115-ROQ LITTLER MENDELSON PC, 2425 E CAMELBACK RD STE 900, PHOENIX, AZ 85016 COMPANY NAME: Littler Mendelson, P.C. DOING BUSINESS AS (dba): MAILING ADDRESS: 2425 East Camelback Road, Suite 900, Phoenix, AZ 85016 REMIT TO ADDRESS: 2425 East Camelback Road, Suite 900, Phoenix, AZ 85016 TELPHONE NUMBER: 602 474 3600 FAX NUMBER: 602 957 1801 WWW ADDRESS: www.littler.com REPRESENTATIVE NAME: Mark Ogden REPRESENTATIVE TELEPHONE NUMBER: 602 474 3601 REPRESENTATIVE EMAIL ADDRESS mogden@littler.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: SERIAL 171115-ROQ LITTLER MENDELSON PC Appellate, Health Care (Including Public Health and Employee Benefits Coverage Issues), Immigration, Employment, Section 1983 Civil Rights Defense, and Workers Compensation HOURLY RATE Senior Shareholder (11+ years) $345 Junior Shareholder $295 Senior Assoicate (4= years) $265 Associate (0-3) $235 Paralegal/ "Law Clerk" $95 May be same of different rates; one rate or range of rates PRICING SHEET: NIGP CODE 96149 Terms: NO TERM Vendor Number: VC0000009351 Certificates of Insurance Required Contract Period: To cover the period ending March 31, 2020. CONTRACT EFFECTIVE JANUARY 17, 2018. SERIAL 171115-ROQ RYAN RAPP UNDERWOOD, 3200 N CENTRAL AVENUE SUITE 2250, PHOENIX, AZ 85012 COMPANY NAME: Ryan Rapp & Underwood, PLC DOING BUSINESS AS (dba): N/A MAILING ADDRESS: 3200 N. Central Ave., Suite 2250 REMIT TO ADDRESS: 3200 N. Central Ave., Suite 2250 TELPHONE NUMBER: 602-280-1000 FAX NUMBER: 602-265-1495 WWW ADDRESS: www.rrulaw.com REPRESENTATIVE NAME: Christopher T. Rapp REPRESENTATIVE TELEPHONE NUMBER: 602-280-1000 REPRESENTATIVE EMAIL ADDRESS ctrapp@rrulaw.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: SERIAL 171115-ROQ RYAN RAPP UNDERWOOD Appellate Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. Civil Rights Defense Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. Collections and Bankruptcy Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. Commercial Transactions and Litigation Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. Construction Contracts and Litigation Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/"Law Clerk" $80.00/hr. Elections and Voting Rights Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. General Governmental Practice (open meetings, public records, budget, etc.) Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. SERIAL 171115-ROQ RYAN RAPP UNDERWOOD Health Care, including Public Health and Employee Benefits Coverage issues Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. Legislative Matters Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/"Law Clerk" $80.00/hr. Real Estate Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. Section 1983 Civil Rights Defense Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. Property Tax Appeals, Tax Lien Sales and Foreclosures, Treasurer’s matters Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. Public Contracts and Procurement Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. SERIAL 171115-ROQ RYAN RAPP UNDERWOOD Public Official Liability Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/"Law Clerk" $80.00/hr. (While not listed on the Serial 171115-ROQ Attachment A-1 “Areas of Practice” document, Ryan Rapp & Underwood, PLC offers to undertake representation in the Pricing Exemplar category “Risk-Trust covered tort claims” and submits the following pricing information with regard thereto.) Risk-Trust covered tort claims Yes Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. PRICING SHEET: NIGP CODE 96149 Terms: NO TERM Vendor Number: VC0000008047 Certificates of Insurance Required Contract Period: To cover the period ending March 31, 2020. CONTRACT EFFECTIVE JANUARY 17, 2018. SERIAL 171115-ROQ WIENEKE LAW GROUP, 1095 W. RIO SALADO PARKWAY, STE 209, TEMPE, AZ 85281 COMPANY NAME: Wieneke Law Group, PLC DOING BUSINESS AS (dba): MAILING ADDRESS: 1095 West Rio Salado Parkway, Suite 209 REMIT TO ADDRESS: TELPHONE NUMBER: 602-715-1868 FAX NUMBER: 602-455-1109 WWW ADDRESS: REPRESENTATIVE NAME: Kathleen L. Wieneke REPRESENTATIVE TELEPHONE NUMBER: 602-715-1868 REPRESENTATIVE EMAIL ADDRESS kwieneke@wienekelawgroup.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: SERIAL 171115-ROQ WIENEKE LAW GROUP Appellate Rates Senior Ptnr (16+ years) $285.00/hr. Partner (10-16) $275.00/hr. Senior Associate (5-10) $250.00/hr. Associate (0-5) $200.00/hr. Paralegal/ "Law Clerk" $120.00/hr. Civil Rights Defense/ Section 1983 Civil Rights Defense Rates Senior Ptnr (16+ years) $260.00/hr. Partner (10-16) $240.00/hr. Senior Associate (5-10) $220.00/hr. Associate (0-5) $200.00/hr. Paralegal/"Law Clerk" $120.00/hr. General Governmental Practice (Open Meeting, Public Record, Budgets etc.) Rates Senior Ptnr (16+ years) $260.00/hr. Partner (10-16) $240.00/hr. Senior Associate (5-10) $220.00/hr. Associate (0-5) $200.00/hr. Paralegal/ "Law Clerk" $120.00/hr. Employment Rates Senior Ptnr (16+ years) $260.00/hr. Partner (10-16) $240.00/hr. Senior Associate (5-10) $220.00/hr. Associate (0-5) $200.00/hr. Paralegal/ "Law Clerk" $120.00/hr. Medical Malpractice Rates Senior Ptnr (16+ years) $260.00/hr. Partner (10-16) $240.00/hr. Senior Associate (5-10) $220.00/hr. Associate (0-5) $200.00/hr. Paralegal/ "Law Clerk" $120.00/hr. Public Official Liability Rates Senior Ptnr (16+ years) $260.00/hr. Partner (10-16) $240.00/hr. Senior Associate (5-10) $220.00/hr. Associate (0-5) $200.00/hr. Paralegal/ "Law Clerk" $120.00/hr. SERIAL 171115-ROQ WIENEKE LAW GROUP Road, Building, Design and Construction or Maintenance Liability Rates Senior Ptnr (16+ years) $260.00/hr. Partner (10-16) $240.00/hr. Senior Associate (5-10) $220.00/hr. Associate (0-5) $200.00/hr. Paralegal/ "Law Clerk" $120.00/hr. Risk Trust covered Tort Claims Rates Senior Ptnr (16+ years) $275.00/hr. Partner (10-16) $2225.00/hr. Senior Associate (5-10) $200.00/hr. Associate (0-5) $150.00/hr. Paralegal/ "Law Clerk" $80.00/hr. PRICING SHEET: NIGP CODE 96149 Terms: NO TERM Vendor Number: VC0000002241 Certificates of Insurance Required Contract Period: To cover the period ending March 31, 2020. CONTRACT EFFECTIVE JANUARY 17, 2018. SERIAL 171115-ROQ WILENCHIK BARTNESS PC, 2810 N THIRD ST, PHOENIX AZ 85004 COMPANY NAME: Wilenchik & Bartness DOING BUSINESS AS (dba): Wilenchik & Bartness MAILING ADDRESS: 2810 North Third Street REMIT TO ADDRESS: TELPHONE NUMBER: 6026062810 FAX NUMBER: 6026062811 WWW ADDRESS: 2810 North Third Street REPRESENTATIVE NAME: Dennis I. Wilenchik REPRESENTATIVE TELEPHONE NUMBER: 6026062810 REPRESENTATIVE EMAIL ADDRESS diw@wb-law.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: SERIAL 171115-ROQ WILENCHIK BARTNESS PC Appellate; Attorney Conduct and Professionalism; Commercial Transactions and Litigation; Construction Contracts and Litigation; Eminent Domain and Relocation; General Governmental Practice; Tort Liability; Insurance; Employment; Land Use; Legislative Matters; Real Estate; Section 1983 Civil Rights Defense; Property Tax Appeals, Tax Lien Sales and Foreclosures, Treasurer’s matters; Public Contracts and Procurement; Public Fiduciary; Public Official Liability; Road, Building, Design and Construction or Maintenance Liability Hourly Rate Senior Ptnr (16+ years $255.00 Partner (10-16) $175.00 Senior Associate (5-10) $150.00 Associate (0-5) $125.00 Paralegal/ "Law Clerk" $ 50.00 PRICING SHEET: NIGP CODE 96149 Terms: NO TERM Vendor Number: VC0000007863 Certificates of Insurance Required Contract Period: To cover the period ending March 31, 2020. CONTRACT EFFECTIVE JANUARY 17, 2018. SERIAL 171115-ROQ OUTSIDE LEGAL SERVICES 1.0 INTENT: Maricopa County, on behalf of its “elected and appointed executives and officials of the County, their employees and agents, in their respective official capacities,”(hereafter, “County”) intends to select private counsel to provide certain needed legal services for Maricopa County and for the Maricopa County Self- Insured Trust (“ the Trust”). This will be a Contract for Professional Services pursuant to Section MC1-355(D) (3) of the Maricopa County Procurement Code. It is a requirements contract. No guarantees are made by the County as to any, or the quantity of, cases or matters that may be assigned. Pricing for services will be in two formats; fixed hourly rates for the Trust and lawyer/firm proposed rates for all other matters. Respondents can submit under one or both areas of work. Each Responder is invited to propose the hourly rate it would charge by case/matter type and by level or category of persons whose time will be billed. Responders may propose a range of hourly rates in such levels and categories. Not only in entering into contracts but also in assigning matters or cases, pricing will be only one of many factors taken into consideration. In proposing rates, it is highly recommended that a Responder quote its actual “most favored governmental rate” for its respective timekeepers. Trust covered tort matters will continue to have the same maximum rates as have applied to contract, Bid Serial 13102, which this contract will replace. Please see attached Exhibit 2 for those set maximum rates. This Exhibit is also a sample form of proposal format that may be useful in preparing a response only for a rate covering general county legal work. Decisions about which lawyers and law firms, and the number of them, who will be selected to enter into a contract from among the responders to this Request will be at the sole discretion of the County Attorney in collaboration with the Administrator of the Trust. In selecting private counsel with whom to enter into a contract, and in the assignment of cases or matters, no partiality or preference in the selection will be given based upon or affected by political contributions or support provided or not provided by counsel or their clients. In the relatively recent past the County has specified the maximum hourly rate it will pay for various levels or categories of persons whose time will be billed, no matter the nature of the work being assigned. In this Request the County is adopting a methodology similar to that used by the Attorney General of the State of Arizona. The County reserves the right to add additional Counsel, at the County’s sole discretion, in cases where the currently listed Counsel are of an insufficient number or skill-set to satisfy the County’s needs. DEFINITION OF KEY TERMS: “COUNSEL” means any Person who has a signed Contract with Maricopa County as set forth herein. “PERSON” means any lawyer, group of lawyers or law firm. “AUTHORIZED COUNTY REPRESENTATIVE” means the Purchasing Agency assigned to oversee the finalized contract with the County. In general, this will be the County Attorney (in consultation with the Administrator of the Maricopa County Self-Insured Risk Trust on matters covered by the Trust). “CONTRACT ADMINISTRATOR” means the representative from the agency utilizing the finalized contract. Other governmental entities under agreement with the County may have access to services provided hereunder (see also Section 3.5 and 3.6 below) SERIAL 171115-ROQ 2.0 SCOPE OF WORK: 2.1 Statements of Qualification will be considered for the full range of practice areas related to the needs of County government, including, but not limited to: (Persons shall self-identify areas of practice, See Attachment A-1). Uncontested adoptions to fulfill the County Attorney’s duties under A.R.S. § 8-127 Appellate; Attorney conduct and professionalism; Bond and disclosure counsel; Civil rights defense Collections and bankruptcy; Commercial transactions and litigation; Construction contracts and litigation; Elections and voting rights; Eminent domain and relocation; Environmental; General governmental practice (open meetings, public records, budget etc.); Tort liability; Health care, including public health and employee benefit coverage issues; Public housing; Immigration; Insurance; Intellectual property; Employment; Land use; Legislative matters; Medical malpractice; Mental health; Real estate; Property tax appeals, tax lien sales and foreclosures, Treasurer’s matters; Public contracts and procurement; Public fiduciary; Public official liability; Road, building, design and construction or maintenance liability, Workers’ compensation. 2.2 MANDATORY QUALIFICATIONS: 2.2.1 All Counsel shall be: 2.2.1.1 Licensed and in good standing with the State Bar of Arizona; or 2.2.1.2 Licensed and in good standing in the jurisdiction of the principal office in which they primarily practice law. 2.2.2 Counsel shall supply a list of all attorneys presently proposed, and copies of the resumes of those attorneys, expected to provide such services. After the award of a contract, resumes of other attorneys proposed to be called upon to provide such services must be supplied and approved before they may work on a case or matter. 2.2.3 Categories of Counsel and required experience: 2.2.3.1 Senior Partner (16 years plus) 2.2.3.2 Partner (10-16 years) 2.2.3.3 Senior Associate or of Counsel (5-10 years) 2.2.3.4 Associate (0-5 years) SERIAL 171115-ROQ 2.2.4 Qualifications of others for whom services may be billed: 2.2.4.1 Paralegals/Legal Assistants as defined by Rule 31(a)(2)(C) of the Rules of the Supreme Court of Arizona 2.3 CONTRACT REQUIREMENTS: 2.3.1 This Contract will be governed by the laws of the State of Arizona and the terms of the Trust. The County does not pay for the preparation of letters of interest, statements of qualifications, the fees and costs in negotiation of a contract with the County. 2.3.2 All Counsel shall maintain the required insurance coverage(s) set forth herein, for the duration of the Contract and any extension of it. 2.3.3 The County Attorney, and the Administrator of the Trust if applicable, reserves the prior right of approval regarding the assignment of the firm's personnel to engagements under this Contract. At the written request of the County, the firm will immediately replace any assigned personnel. 2.3.4 Any assignment to Counsel may be terminated upon written notice from the County Attorney (and where applicable the Administrator of the Trust). In the event of such action, Counsel will provide the necessary and appropriate assistance to transfer pending matters to the County Attorney and/or successor Counsel. 2.3.5 No Counsel may pursue claims or engage in litigation against, or provide legal services adverse to, the County or other Maricopa County Special Taxing Districts including but not limited to: Flood Control District of Maricopa County, Maricopa County Stadium District, Maricopa County Housing Authority, and Maricopa County Library District, without first obtaining written permission to do so from the Maricopa County Board of Supervisors (or District, if applicable). Counsel shall adhere in all respects to the Arizona Supreme Court’s Rules of Professional Conduct. 2.3.6 Except where the County Board of Supervisors has not waived an ethical conflict of interest or the County has an unwaivable conflict of interest, Counsel’s legal services shall be carried out in cooperation with the County Attorney (and where applicable with the Administrator of the Trust) in a manner consistent with Counsel’s ethical obligations. 2.3.7 When deemed necessary and appropriate by the County and with agreement of the County Attorney (and where applicable the Administrator of the Trust) Counsel may be authorized to retain additional legal services from a qualified firm or individual in order to complete an engagement. (See Section 2.6 Alternative Agreements). 2.3.8 When referral of a case or matter is made, the County Attorney (and where applicable the Administrator of the Trust) will furnish Counsel all investigative and other materials County has relative to the case or matter and will in their discretion conduct such additional investigation as Counsel shall request. 2.3.9 Unless waived in general as to a particular case or matter by the County Attorney (and where applicable the Administrator of the Trust), prior authorization by the Contract Administrator is required for two or more Counsel to prepare or attend depositions, hearings, meetings, etc. in any case. 2.3.10 When the special talents of lawyers or other members of Counsel's firm whose services are not addressed in Section 2.2.1, may be of benefit to the client for which an assignment has been made in a particular case or matter, fees for those services may be negotiated between Counsel and the Contract Administrator independent of the contracted fee structure. Any such additional services shall be billed at hourly rates or SERIAL 171115-ROQ other negotiated fee structures, with prior written consent by the County Attorney (and, where applicable, the Administrator of the Trust). All approvals shall be forwarded by the Contract Administrator to the Office of Procurement Services (OPS). 2.3.11 Except as provided herein, actual, necessary expenses paid or incurred by Counsel in connection with performance hereunder will be reimbursed by County, when accompanied by receipts. Counsel shall obtain prior written approval from the Contract Administrator (and where applicable the Administrator of the Trust) before incurring expenses in excess of $500.00. 2.3.12 Counsel shall promptly furnish copies of all pleadings, discovery requests and responses, disclosure statements, medical reports, investigative reports, appellate briefs, and all significant correspondence to the Deputy County Attorney supervising the case or matter (and where applicable Administrator of the County’s Self-Insured Trust). 2.3.13 Deposition requests and retention of expert consultants must be reviewed and pre- authorized by County Attorney (and where applicable the Administrator of the County’s Self-Insured Trust). Counsel will promptly provide the supervising Deputy County Attorney (and where applicable the Administrator of the County’s Self-Insured Trust) with a not more than two page report on the highlights of the deposition and a disc containing the entire transcript. 2.3.14 Unless waived in writing, as soon after receipt of a lawsuit as is practical, Counsel shall furnish County Attorney (and where applicable the Administrator of the County’s Self- Insured Trust) with a written evaluation of the merits of the case, an assessment of the exposure, and a legal budget through trial. Thereafter, Counsel shall provide quarterly status reports by the 15th day of January, April, July and October of each year in which the representation continues, as well as a special report of all events that significantly affect the merits of the lawsuit or the exposure of the County. Counsel shall attend meetings to discuss the lawsuit’s status at the time and place as requested by County Attorney and where applicable the Administrator of the County’s Self-Insured Trust. 2.3.15 Unless waived in writing, all offers of compromise shall be promptly transmitted to County Attorney (and where applicable the Administrator of the County’s Self-Insured Trust) together with Counsel’s recommendation. The County Attorney's office (and where applicable the Administrator of the County’s Self-Insured Trust) will be responsible for obtaining authority to respond to settlement proposals, and scheduling of any matter before the Maricopa County Board of Supervisors. 2.3.16 Unless waived in writing, as soon as discovery has been completed and in any event no later than three months prior to the date set for trial, Counsel shall discuss with County Attorney (and where applicable the Administrator of the County’s Self-Insured Trust) the status of the lawsuit with any recommendations as to settlement. Counsel shall, at all other times, discuss with the supervising Deputy County Attorney (and where applicable the Administrator of the County’s Self-Insured Trust) the advisability of attempting to settle a lawsuit when it is in the best interest of the client to do so. 2.3.17 Whenever additional investigation is deemed desirable by Counsel and it can be provided by use of investigators, Counsel shall notify and obtain pre-approval, in writing, from the supervising Deputy County Attorney (and where applicable with the Administrator of the County’s Self-Insured Trust) of such need and they may elect to conduct such investigation. 2.3.18 Counsel shall forward to the County Attorney for response all requests received from the Arizona Auditor General relating to an assessment of liability and damages exposure in any matter which has been referred to Counsel. Counsel shall cooperate with the County Attorney, in responding to the Auditor General as efficiently as possible in order to minimize the cost to County. SERIAL 171115-ROQ 2.3.19 Counsel agrees to act as co-counsel with the County Attorney on those cases where the County Attorney's Office determines (and where applicable in consultation with the Administrator of the County’s Self-Insured Trust) that it is advisable to do so. 2.3.20 Counsel may, upon referral of a case or matter, decline to represent the proposed client. Counsel may also withdraw from representation of a client when it would be ethically improper to continue. In the event Counsel must either withdraw from a case or decline a representation, the supervising Deputy County Attorney shall be immediately notified in writing or by telephone if time is of the essence. 2.3.21 Counsel may be assigned to represent a client in any particular case or matter only by decision of the County Attorney (and where applicable in consultation with the Administrator of the County’s Self-Insured Trust). 2.3.22 Counsel assignment may be withdrawn at any time in the discretion of the County Attorney (and where applicable in consultation with the Administrator of the County’s Self-Insured Trust). If, however, the County Attorney is ethically conflicted under the Rules of Professional Conduct promulgated by the Supreme Court of the State of Arizona, Counsel may be assigned or withdrawn by decision of the Maricopa County Board of Supervisors. If Counsel’s assignment is withdrawn Counsel shall cooperate fully with successor assigned Counsel. 2.3.23 If, during the term of this Contract or any renewal/extension thereof: (a) one or more of the lawyers who are working on active cases or matters for the County leaves the contracted firm to practice elsewhere in the County; or (b) the contracted firm dissolves, divides, merges or otherwise undergoes a material change in its structure or governance, then the County reserves the rights, which are not mutually exclusive: 2.3.23.1 To decide whether the departing lawyer(s) will continue to work on those active cases or matters for the County; 2.3.23.2 To decide whether the contracted firm they are leaving will continue under this Contract as to those active cases or matters and whether it will remain a party to this Contract; 2.3.23.3 In the case of dissolution, division, merger or other material change of the contracted firm, the County will consider requests to assign a contract if it is determined that the firm, firms or lawyers being assigned the Contract meet the Mandatory Qualifications . 2.3.24 During the term of this Contract, the County reserves the right to add additional Counsel in instances where it has been determined in writing there is insufficient representation capacity in specific practice areas, unique or specialized knowledge and skills required to adequately represent the client are not available from currently contracted firms, or other situations arise that in the sole discretion of the County Attorney (and, where applicable, the Administrator of the Trust) require supplementing legal providers. 2.3.25 Counsel agrees to notify the County Attorney’s Office and the client involved in any engagement, if Counsel receives any inquiry or request for comment, information or documents from the media. Counsel agrees NOT to respond to any such request without the prior approval of both the County Attorney’s Office and the involved client, and will NOT issue press releases or participate in media interviews without the prior authorization of the County Attorney (and where applicable the Administrator of the County’s Self-Insured Trust). 2.3.26 Counsel is expected to make all commercially reasonable efforts to maintain sufficient qualified staff continuity throughout the duration of the contract. If, however, a change becomes necessary, Counsel must promptly notify the Contract Administrator of the potential unavailability of any key personnel as soon as Counsel becomes aware of such circumstance. If such personnel are currently engaged in rendering services for the SERIAL 171115-ROQ affected client at the time that the Counsel becomes aware of such potential unavailability, the notice to the Contract Administrator must be immediate. Counsel must, concurrently with such notice or within an agreed period of time thereafter, submit a resume of any proposed personnel for substitution, but in no event later than such personnel substitution. All personnel substitutions must be pre-‐approved in writing by the Contract Administrator. 2.4 MISCELLANEOUS COUNSEL REQUIREMENTS: 2.4.1 The maximum reimbursement by the County for Counsel’s copying or printing charges shall be: 2.4.1.1 On a per matter or case basis, for the first 2,500 copies per month, the lesser of $0.10 per page or the rate reimbursed to Counsel by its “most favored nation” client; and 2.4.1.2 For larger volumes, to be negotiated and agreed to in advance by the Contract Administrator. For such larger volumes, Counsel may be directed to have the materials delivered to the Contract Administrator for in-County copying or to an outside vendor approved by the Contract Administrator for volume copying. 2.4.1.3 No payment shall be made for miscellaneous charges for ordinary and customary services (i.e., mileage within the County, parking, telephone or fax charges, secretarial, clerical or administrative services, overtime, or for postal, parcel, courier or other delivery services). 2.4.2 Other than agreed upon hourly charges of Counsel, no payment shall be made for costs associated with the general expenses of legal research (Westlaw, LexisNexis, PACER or other print or electronic research tools). 2.4.3 All costs over $500.00 must be pre-approved in writing. 2.4.4 All expert consultant and expert witness engagements must be pre-approved in writing. Counsel may recommend such engagements but they will be made by the County Attorney using his exemption from compliance with the County’s Procurement Code in anticipation or conduct of litigation, The Administrator of the County’s Self-Insured Trust may make such engagements in specific circumstances 2.4.5 All engagements for legal services under the contract require an assignment letter from the County Attorney (and, where applicable, the Administrator of the County’s Self Insured Trust). 2.4.6 Any legal services performed without an applicable assignment letter exposes the Counsel to the risk of not being paid for those services. 2.5 TRAVEL EXPENSES: Travel time of Counsel for engagement-necessary travel may be billed at the agreed upon hourly rate. Mileage expense will not be reimbursed for travel within the County. Any travel related costs outside the County for the purpose of county matters shall be billed in accordance with the County’s contractor travel policy. 2.6 ALTERNATIVE AGREEMENTS: 2.6.1 If the County’s legal representation requires specialized knowledge, skills or capabilities beyond the resources of the Person engaged on a particular case or matter, the County, through OPS, reserves the right to enter into supplemental agreements with other lawyers irrespective of whether they are signatories to this Contract. Any supplemental agreements will be limited to the scope of the defined case or matter and ordinarily will SERIAL 171115-ROQ have with the same terms and conditions as this Contract. However, based upon the unique characteristics of each case or matter, they may have a different compensation structure or amount. Those decisions, including identifying the Person to engage are reserved to the County Attorney (and, where applicable, the Administrator of the County’s Self-Insured Trust.). 3.0 PROCUREMENT REQUIREMENTS: 3.1 FACILITIES: During the course of this Contract, the County may provide the Respondent with adequate workspace or such other related facilities as may be required by Respondent to carry out its obligations enumerated herein. 3.2 INVOICES AND PAYMENTS: 3.2.1 Counsel shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. 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 • Court number and, if applicable, Risk Management file number • Invoice number and date • Payment terms • Date of service • Detailed description of services without disclosing attorney-client privileged, work product protected, information • Pricing per unit of purchase (breakdown of authorized billable fees) • Title/Category of counsel or years of experience • Mileage w/rate (if applicable) • Arrival and completion time (if applicable) o County reserves the right to request supporting documentation (access logs, electronic reports) for all work performed on behalf of the County • Sub-totals of costs and Counsel’s fees (delineated separately) • Total Amount Due 3.2.2 Counsel shall submit monthly billings for services rendered and expenses incurred. Where the fee agreement is on an hourly charge basis, the billings shall conform to the then-current ABA Uniform Task Based Billing Codes applicable to the matter or case. 3.2.3 All bills should be submitted no later than the 15th of the month following the month in which the services were performed or expenses incurred, and must in any event be submitted by the close of the month following the month in which the services were performed or expenses incurred. 3.2.4 Professional service fees must be invoiced by: 3.2.4.1 Date service performed 3.2.4.2 Name or initials of person performing service with hourly rate 3.2.4.3 Each separate service noted with time charged by tenth of hour. 3.2.4.4 Counsel shall not block bill. 3.2.4.5 All billing shall also include the case name or matter number 3.2.4.6 County Attorney file number 3.2.4.7 Risk Management file number (if applicable) 3.2.4.8 Firm’s file or matter number and all back-up support for legal fees and costs 3.2.4.9 A separate running total of fees for each case. SERIAL 171115-ROQ 3.2.5 Problems regarding billing or invoicing shall be directed to the using agency as listed on the engagement letter. 3.2.6 Payment shall be made to the Respondent 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). 3.2.7 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 3.2.8 EFT payments to the routing and account numbers designated by the Counsel will include the details on the specific invoices that the payment covers. Counsel is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.3 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Respondent to determine any and all taxes and include the same in proposal price. 3.4 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 proposal. 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 Request for Proposal. 3.5 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s) County currently holds ICPA’s with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval of the Respondent, to purchase their requirements under the terms and conditions of the County Contract. Please indicate on Attachment A, your acceptance or rejection regarding such participation of other governmental entities. Your response will not be considered as an evaluation factor in awarding a contract. 3.6 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. 3.7 FURTHER ASSURANCES AND CORRECTIVE INSTRUMENTS: The Parties will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any corrective instruments as may be reasonably necessary to carry out the intent of the Contract. SERIAL 171115-ROQ 3.8 PRICE ADJUSTMENTS: At the County’s sole discretion, any rate caps or other compensation arrangements may be adjusted at the contract anniversary dates. 4.0 CONTRACTUAL AND SPECIAL TERMS & CONDITIONS: 4.1 CONTRACT TERM: This ROQ is for awarding a requirements contract to cover a three (3) year period. 4.2 OPTION TO EXTEND: The County may, at its option and with the approval of Counsel, renew the period 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). Counsel shall be notified in writing by the Office of Procurement Services of the County’s intention to extend the Contract period at least thirty (30) calendar days prior to the expiration of the original Contract period. 4.3 INDEMNIFICATION: 4.3.1 To the fullest extent permitted by law, Respondent shall defend, indemnify, and hold harmless County, its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses and expenses, including, but not limited to, attorney fees, court costs, expert witness fees, and the cost of appellate proceedings, relating to, arising out of, or alleged to have resulted from the negligent acts, errors, omissions, mistakes or malfeasance relating to the Respondent’s performance of this Contract. Respondent’s duty to defend, indemnify and hold harmless County, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss or expense that is caused by any negligent acts, errors, omissions or mistakes in the performance of this Contract by the Respondent, as well as any person or entity for whose acts, errors, omissions, mistakes or malfeasance Respondent may be legally liable. 4.3.2 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. 4.3.3 The scope of this indemnification does not extend to any claim, damage, loss, or expense resulting from the sole negligence of County. 4.3.4 The Indemnity language in this Section applies only to claims covered by Counsel’s professional liability insurance policy. It does not purport to make the County an additional insured under that policy. 4.3.4.1 To the fullest extent permitted by law, Counsel shall indemnify, and hold harmless County, its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses and expenses, including, but not limited to, attorney fees, court costs, expert witness fees, and the cost of appellate proceedings, relating to, arising out of, or alleged to have resulted from the negligent or intentional actions or acts, errors, omissions, mistakes or malfeasance caused in whole or in part by Counsel relating to work or services in the performance of this contract, including anyone directly employed by them, their agents or representatives. 4.3.4.2 The scope of this indemnification does not extend to the sole negligence of the County or to errors by third parties. SERIAL 171115-ROQ 4.4 INSURANCE: 4.4.1 At Counsel’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. 4.4.2 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. 4.4.3 Counsel’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 4.4.4 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. 4.4.5 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. Counsel shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Counsel to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 4.4.6 County reserves the right to request and to receive, within 10 working days, certified copies of any or all of the herein required insurance certificates. County shall not be obligated to review policies and/or endorsements or to advise Counsel of any deficiencies in such policies and endorsements, and such receipt shall not relieve Counsel from, or be deemed a waiver of County’s right to insist on strict fulfillment of Counsel’s obligations under this Contract. 4.4.7 The insurance policies required by this Contract, except Workers’ Compensation, and Professional Liability, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds. 4.4.8 The policies required hereunder, except Workers’ Compensation, and Professional Liability, 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 Counsel’s work or service. 4.4.9 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, $2,000,000 Products/Completed Operations Aggregate, and $2,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provision which would serve to limit third party action over claims. There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. SERIAL 171115-ROQ 4.4.10 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 Counsel’s owned, hired, and non-owned vehicles assigned to or used in performance of the Counsel’s work or services under this Contract. 4.4.11 Workers’ Compensation: Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Counsel’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. 4.4.11.1 Counsel waives all rights against County 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 Counsel pursuant to this Contract. 4.4.12 Professional Liability: Professional Liability insurance which will ensure and provide coverage with limits of not less than $2,000,000.00 for each occurrence. 4.4.13 Certificates of Insurance. 4.4.13.1 Prior to commencing work or services under this Contract, Counsel 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 Counsel’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. 4.4.13.2 In the event any insurance policy or policies required by this contract is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Counsel’s work or services and as evidenced by annual Certificates of Insurance. 4.4.13.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. 4.4.14 Cancellation and Expiration Notice. Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty (30) days prior written notice to the County. 4.5 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 SERIAL 171115-ROQ 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. 4.6 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. 4.7 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. 4.8 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. 4.9 RIGHTS IN DATA: The County shall own and have use of all data and information, in whatever format, resulting from this Contract without additional cost or other restrictions except as provided by law. Counsel shall supply to the County, upon request, any data and information relevant to this Contract within ten (10) working days from the date of the request, unless a longer response time is agreed to by the County. Electronic data shall be provided in a comma delimited flat file or other commonly accepted format, at the option of the County. 4.10 NON-DISCRIMINATION: RESPONDENT 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‟s website http://www.azgovernor.gov/dms/upload/EO_2009_09.pdf which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, RESPONDENT shall not discriminate against any employee, client or any or any other individual in any way because of that person‟s age, race, creed, color, religion, sex, disability or national origin. 4.11 ISRAEL BOYCOTT: By signing this Contract, the Respondent certifies that they are in compliance with Article 9, Arizona Revised Statutes Section 35-393 et seq. 4.12 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 4.12.1 The undersigned (authorized official signing for the Responder) certifies to the best of his or her knowledge and belief, that the Responder, 4.12.1.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; 4.12.1.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, SERIAL 171115-ROQ theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 4.12.1.3 are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 4.12.1.4 have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. 4.12.2 The Responder agrees to 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. 4.13 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 4.13.1 By entering into the Contract, the Counsel 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 Counsel 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. Counsel 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. 4.13.2 The County retains the legal right to inspect Counsel and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 4.13.1 of this Section. Counsel 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 Counsel 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 termination of the Contract. All costs necessary to verify compliance are the responsibility of the Counsel. 4.14 INFLUENCE As prescribed in MC1-1202 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: 4.14.1 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, 4.14.2 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. SERIAL 171115-ROQ 4.15 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 4.15.1 In accordance with section MCI-371 of the Maricopa County Procurement Code, Counsel agrees that County or its duly authorized representative shall, at any time during normal business hours before, and until the expiration of six (6) years after, final payment under this Agreement and irrespective of whether the County has paid any or all of the firm’s invoices, have access to and the right to examine and audit any of the firm’s books, documents, papers, files, records and other materials and accounting procedures and practices sufficient to reflect fully and properly all work performed and services or costs charged by the firm, and to adjust those charges or past payments by way of making supplemental payments or obtaining refunds or credits against future billings in order to assure compliance with the terms of the agreement and that in the final analysis the firms’ charges are reasonable. 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. 4.15.2 If the Counsel’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 Counsel shall reimburse Maricopa County for services inadequately supported or documented. 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 Counsel in writing of the disallowance and shall require repayment of the disallowed amount by the Counsel by means of check made payable to Maricopa County. 4.15.3 Upon conclusion or termination of any case, matter or assignment Counsel will deliver to the County, or will store with the written agreement of the County, all the files, materials and information related to such case, matter or assignment, in compliance with The Rules of Professional Conduct promulgated by the Supreme Court of Arizona. If records are stored by Counsel, Counsel agrees to adhere to the same records retention requirements as the County. The County Attorney (and, where applicable, the Administrator of the County’s Self Insured Trust) shall at all times remain the custodian of these records, no matter where they are stored, and will be responsible for assuring Counsel’s compliance and safeguarding of all records. 4.16 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Respondent in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Respondent by the amount of the disallowance, or to require repayment of the disallowed amount by the Respondent. 4.17 OFFSET FOR DAMAGES; In addition to all other remedies at Law or Equity, the County may offset from any money due to the Respondent any amounts Respondent owes to the County for damages resulting from breach or deficiencies in performance of the contract. 4.18 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 171115-ROQ 4.19 WAIVER OF CLAIMS: 4.19.1 Counsel accepts the compensation provided in the Contract in lieu of any other claim(s), demand(s), request(s) or compensation for the services that Counsel provides pursuant to the Contract. 4.19.2 Counsel’s obligations, including the duty of continuing representation, under this section shall survive the termination or expiration of the Contract. 4.19.3 This section is not severable, in whole or in part, from any other provision of the Contract. In the event any portion of the Contract is construed as invalid or unenforceable, the Contract may be terminated in the sole discretion of the Contract Administrator. 4.20 GOVERNING LAW: This Contract shall be governed by the laws of the state of Arizona and the Rules of Professional Conduct adopted by the Supreme Court of the State of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court.