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SERIAL 180138-S EMPLOYEE LIFE INSURANCE DATE OF LAST REVISION: December 13, 2017 CONTRACT END DATE: June 30, 2021 CONTRACT PERIOD THROUGH JUNE 30, 2021 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for EMPLOYEE LIFE INSURANCE 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 December 13, 2017 (Eff. 7/1/2018). All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. NP/ab Attach Copy to: Office of Procurement Services Meg Blankenship, Human Resources- Benefits Division (Please remove Serial 11107-S from your contract notebooks) SERIAL 180138-S MINNESOTA LIFE INSURANCE COMPANY DBA SECURIAN FINANCIAL GROUP COMPANY NAME: Minnesota Life Insurance Company DOING BUSINESS AS (dba): Securian MAILING ADDRESS: 400 Robert Street North REMIT TO ADDRESS: 400 Robert Street North TELPHONE NUMBER: (651) 665-7822 FAX NUMBER: (651) 665-1541 WWW ADDRESS: www.securian.com/groupinsurance REPRESENTATIVE NAME: Bryan Walworth REPRESENTATIVE TELEPHONE NUMBER: (651) 665-4866 REPRESENTATIVE EMAIL ADDRESS bryan.walworth@securian.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: PAYMENT TERMS: NET 30 DAYS Coverage Rate Basic Employee Life Rate $0.03 Basic AD& D $0.015 Child Life $0.10 Supplemental Employee AD&D $0.02 Supplemental Family AD&D $0.035 Coverage Rate Age Non-Smoker Smoker Under 25 $0.029 $0.047 25 - 29 $0.035 $0.051 30 – 34 $0.046 $0.058 35 – 39 $0.051 $0.099 40 – 44 $0.067 $0.141 Spouse Life 45 – 49 $0.109 $0.280 50 – 54 $0.167 $0.516 55 – 59 $0.284 $0.526 60 – 64 $0.480 $0.815 65 – 69 $0.692 $0.997 70 – Over $1.281 $1.638 SERIAL 180138-S MINNESOTA LIFE INSURANCE COMPANY DBA SECURIAN FINANCIAL GROUP Coverage Rate Age Non-Smoker Smoker Under 25 $0.029 $0.047 25 - 29 $0.035 $0.051 30 – 34 $0.046 $0.058 35 – 39 $0.051 $0.099 40 – 44 $0.067 $0.141 Supplemental Life 45 – 49 $0.109 $0.280 50 – 54 $0.167 $0.516 55 – 59 $0.284 $0.526 60 – 64 $0.480 $0.815 65 – 69 $0.692 $0.997 70 – Over $1.281 $1.638 PRICING SHEET: NIGP CODE 95363 Terms: NET 30 Vendor Number: TBD Certificates of Insurance Required Contract Period: To cover the period ending June 30, 2021. Maricopa County Bid 180138-S SERIAL 180138-S ATTACHMENT B AGREEMENT PAGE Respondent hereby certifies that Respondent has read, understands and agrees that acceptance by Maricopa County of the Respondent's Offer will create a binding Contract. Respondent agrees to fully comply with all terms and conditions as set forth in the Maricopa County Procurement Code, and amendments thereto, together with the specifications and other documentary forms herewith made a part of this specific procurement * BY SIGNING THIS PAGE THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED THE ADMINISTRATIVE INFORMATION AND STANDARD CONTRACT'S TERMS AND CONDITIONS LOCATED AT https://www.maricopa.gov/DocumentCenter/View/6453 AND AGREE TO BE CONTRACTUALLY BOUND TO THEM. Small Business Enterprise (SBE) Minnesota Life Insurance Company 41-0417830 006963375 RESPONDENT (FIRM) SUBMITTING PROPOSAL FEDERAL TAX ID NUMBER DUNS # Susan Munson -Regala. Second Vice President & Actuary (>1444:7146(441))7- PRINTED NAME AND TITLE AUTHORIZED SIGNATURE 400 Robert Street North (651) 665-7822 (651) 665-1541 ADDRESS TELEPHONE FAX # St. Paul MN 55101 October 31, 2017 CITY STATE ZIP DATE WEB SITE: www.securian.com/groupinsurance EMAIL ADDRESS: susan.munsonregala@securian.com MARICOPA COUNTY, ARIZONA BY: CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE *When selected as a finalist, Securian's legal counsel will review the specifics of any sample contract, service agreement, or terms and conditions language and provide a list of items to discuss with the County's legal counsel. We have found this process can be completed efficiently and result in a mutually agreeable contract. 9/29/2017 11:40 AM p.30 SERIAL 180138-S EMPLOYEE LIFE INSURANCE 1.0 INTENT: It is the intent of Maricopa County to solicit bids for Life Insurance for eligible employees and their dependents whereas when a Life Insurance claim is submitted and it’s approved by the Contractor, the designated beneficiary shall receive a death benefit payment regardless of the reason for the death, provided the appropriate premium has been paid and eligibility requirements have been met. Bids should also include information pertaining to Accidental Death and Dismemberment (AD&D) Insurance. Lastly, included in the bid should be an Accelerated Death Benefit, Portability and Conversion Insurance, and Waiver of Premium. All lines of insurance coverage shall commence on July 1, 2018. To recap, contractor shall at minimum bid on the following services: Employee Basic Life Insurance Employee Supplemental Life Insurance Employee Basic AD&D Insurance Employee Supplemental AD&D Insurance and Employee plus Family Supplemental AD&D Insurance Spouse Life Insurance Child Life Insurance Accelerated Death Benefit (for Employee and/or Spouse) Portability and Conversion Insurance Waiver of Premium Interested firms should understand that initial pricing shall be done by reverse auction through http://www.bidsync.com/. Please note that the county will only contract directly with the policy provider, and no broker fees will be paid. County reserves the right to determine responses from brokerage firms non-responsive. 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. BACKGROUND The County services employees in urban, suburban and rural areas within Maricopa County and adjacent counties. The County’s active employees reside in the Phoenix metropolitan area as well as Gila Bend, Wickenburg, etc. The County has approximately 13,000 benefits-eligible employees. Maricopa County is a political subdivision of the State of Arizona and under the control of a five-member Board of Supervisors, elected every four years. In addition, seven departments are controlled by elected officials: Assessor, Treasurer, Recorder, Sheriff, County Attorney, Superintendent of Schools, and Clerk of Superior Court. A presiding judge leads the Superior Court System. 2.0 SPECIFICATIONS: In addition to the minimum services listed above, contracted services must comply with the following: 2.1 The effective date of the contract will be July 1, 2018. The rates and plan design must be pre- determined and guaranteed for at least the first three (3) contract years. 2.2 Written, eight (8) month rate change notification must be given to the County prior to the contract anniversary date for years 4, 5 and 6 and should include supporting documentation. The first notification is due November 1, 2020, for year 4 of the contract. 2.3 The County will self-administer premiums. Premiums will be paid monthly based on twelve (12) cycles per plan year, or twenty-four (24) payroll cycles. Premiums are collected from the first two SERIAL 180138-S paychecks received in the month. Since the County pays wages on a bi-weekly basis, there are two paychecks from which premiums are not typically collected. Increases or decreases in premium are effective the same pay period in which the coverage is effective. For smoker to non-smoker status changes, the effective date of the premium decrease will be the next premium collection pay period following one year from the employee’s quit date. 2.4 No additional fees will be paid beyond the premiums specified in the Contractor’s pricing exhibit. 2.5 No minimum participation requirements will be allowed. 2.6 The awarded Contractor will be required to accept from the County electronic eligibility, enrollment /coverage verification, and premium files needed to administer the plan. The County shall be the final determinant for all eligibility issues. Eligibility for active employees will be provided electronically via custom interfaces created with data contained in the County’s HRIS system. The Contractor must be able to accept and process the eligibility file in a mutually agreed upon format and timeline. The Contractor must also be able to generate an electronic exception report for the County or its third party administrator within two (2) business days after processing the data from each file. 2.7 The County’s third party administrator will maintain and verify eligibility for all benefits. To be eligible for benefits, an employee must be regularly scheduled to work at least nineteen (19) hours per week or be a contract employee who is eligible for benefits pursuant to their contract. Employees have the opportunity to enroll in supplemental and/or dependent coverage within thirty (30) calendar days of their new hire or newly benefits-eligible date. Coverage is effective on the first day of the month following date of hire or date of benefits eligibility. A dependent may not be covered by more than one employee in the plan. A dependent cannot be covered as both an employee and a dependent. 2.8 The County’s plan design or eligibility rules may change, and those changes normally occur effective July 1. All contract, benefit, or rate changes will only occur on this date unless previously agreed to in writing by all parties. 2.9 If an employee did not enroll in supplemental life, spouse life, or child life insurance within 30 calendar days of first being eligible, the Contractor must allow the employee to apply for these benefits at any time. Evidence of Insurability requirements may apply. 2.10 The Contractor must allow for qualified family status changes under Section 125 within thirty (30) calendar days of the effective date of a Qualifying Event. 2.11 The County’s Evidence of Insurability requirements must be applied. If an application is not approved for an increase in coverage, the coverage will remain at the same level prior to the employee applying for the increase. 2.12 The County’s Evidence of Insurability rules are listed below: EMPLOYEE SUPPLEMENTAL LIFE – GUARANTEED ISSUE AMOUNT (GIA) IS $750,000.00 New Hire / Newly-Eligible EOI is required for elections over $750,000.00 No EOI is required for elections up to $750,000.00, if employee applies for coverage within 30 calendar days of becoming eligible Open Enrollment EOI is required for increases of more than 1 level of coverage No EOI is required for increases of 1 level, including going from “Waived” to “1 x Annual Base Salary” EOI is required for increases of 1 level if the amount is greater than the GIA Family Status Change EOI is required for increases of 1 level or more of coverage EOI is required for increases of 1 level if the amount is greater than the GIA SERIAL 180138-S Late Entrant EOI is required for increases of 1 level or more SPOUSE LIFE - GUARANTEED ISSUE AMOUNT (GIA) IS $50,000.00 New Hire / Newly Eligible EOI is required for elections over $50,000.00 No EOI is required for elections up to $50,000.00, if employee applies for coverage within 30 calendar days of becoming eligible Open Enrollment EOI is required for increases of 1 level or more of coverage Family Status Change For employees completing a Family Status Change, if a dependent is a newly-eligible dependent, EOI is not required up to the GIA For employees completing a Family Status Change, if a dependent is not newly-eligible, EOI is required Late Entrant EOI is required for increases of 1 level or more CHILD LIFE – GUARANTEED ISSUE AMOUNT (GIA) IS $20,000.00 New Hire / Newly Eligible No EOI is required for elections up to $20,000.00, if employee applies for coverage within 30 calendar days of becoming eligible Open Enrollment EOI is required for increases of 1 level or more of coverage Family Status Change For employees completing a Family Status Change, if a dependent is newly-eligible, no EOI is required up to the GIA For employees completing a Family Status Change, if a dependent is not newly-eligible, EOI is required Late Entrant EOI is required for increases of 1 level or more 2.13 Decreases in supplemental life and/or dependent life coverage may be made at any time. 2.14 The County will make the final determination on errors and has ultimate authority to correct any and all administrative errors. 2.15 The County maintains the right to accept, reject or cancel the contract at any time for convenience, or if there is a significant change, in the County’s opinion, in the Contractor’s operation of the plan, including but not limited to, satisfaction with customer and client service quality of the plan. 2.16 The Contractor must provide, at least quarterly, a loss ratio report, reporting premium and incurred claims by line of business, and possibly by Department. Report data must be provided electronically in Excel compatible format. The Contractor shall also provide a full annual accounting of the plan’s performance within three (3) months of the end of the policy year. Please include examples of the standard reporting package with your bid. 2.17 The Contractor shall be responsible for drafting, producing and distributing, subject to County review and approval, all communication materials, certificates of coverage, plan summaries and administrative forms. All documents must be available electronically for posting on the County’s Intranet and Internet Web sites. The Contractor does not assume the cost of distribution of documents. Additionally, Contractor will provide and pay for all enrollment, portability, and claims forms; checks issued; certificates of insurance; summary of benefits; identification cards; announcement forms; and any other forms required for proper administration of the benefit plan. SERIAL 180138-S 2.18 The Contractor must have the capability to accept electronic fund transfers. 2.19 The Contractor will meet with the County’s Employee Benefits Division personnel to establish administrative and claims payment procedures. 2.20 The County’s Employee Benefits Division personnel will coordinate and train with Contractor personnel prior to Open Enrollment to support Open Enrollment meetings, fairs and/or presentations. 2.21 The Contractor may be required to provide representatives to attend transition informational sessions for groups of employees. The representative would be scheduled at various County worksite locations and at various times. The representatives would, at the request of the County, answer questions and/or make brief presentations. No additional fees may be charged for this service. 2.22 Actively at work provisions will be waived for transition of coverage, during the initial Open Enrollment period. 2.23 Takeover will be on a “no-loss, no-gain” basis; that is, no individual will lose coverage or be subject to a new Evidence of Insurability application solely on the basis of a change in carrier. 2.24 Life insurance proceeds must be distributed via multiple options for beneficiaries such as assignment, retained asset account, single distribution, etc. 2.25 It is preferable that the Contractor have online tools available for employee’s use to calculate the amount of premium for the supplemental coverage prior to their enrollment or election. 2.26 Policy BID shall comply with the following plan design/schedule: 2.26.1 Employee Basic and Supplemental Life Insurance 2.26.1.1 Basic life coverage equal to one times annual base salary (base pay plus special work assignment or management assignment pay) rounded up to the next highest $1,000 increment. This coverage will not exceed $750,000 and is paid 100% by Maricopa County. 2.26.1.2 Supplemental employee life based on increments of 1, 2, 3, 4 or 5 times annual base salary (as defined above) up to $750,000 (not including basic coverage) rounded up to the next highest $1,000 increment up to plan limit of $1,000,000. Rates will be per $1,000 coverage based on five (5) year age categories and provided on a tobacco and non-tobacco rate basis. This coverage is paid 100% by the employee. 2.26.1.3 Accelerated death benefit, if diagnosed with a terminal illness and life expectancy is less than 12 months), provided certain conditions are met (e,g; request is made in writing; have life insurance benefits of at least $10,000, etc.). 2.26.1.4 Basic and supplemental coverage is portable without waiver of premium for employees whose employment has terminated and for whom application and payment of premium has been received within 45 days of termination. Portable coverage will not be reduced regardless of age. 2.26.1.5 Basic and supplemental coverage is portable without waiver of premium for employees who are on an approved unpaid leave (up to 90 days) or military leave (up to 1 year) and for whom application and payment of premium has been received. SERIAL 180138-S 2.26.1.6 Waiver of Life Insurance Premium Disability Benefit will be made available to an employee when the employee is totally disabled, provided certain conditions are met (e,g; total disability occurs before 60th birthday; insured for Waiver of Life Insurance Premium Disability Benefit on date employee becomes totally disabled, etc.). 2.26.2 Dependent Life Insurance 2.26.2.1 Children are defined as age date of birth to end of month in which child turns age 26; or any age if disabled prior to turning age 26. 2.26.2.2 Supplemental spouse life rates should be age based and provided on a tobacco and non-tobacco rate basis. 2.26.2.3 Maximum coverage is $100,000 for spouse and $20,000 for children. Minimum guarantee issue is $50,000 for spouse and $20,000 for children. 2.26.2.4 Spouse and children elections can be made separately. 2.26.2.5 Coverage increments are to be available in increments of $10,000 for spouse and $5,000 for children. 2.26.2.6 Accelerated death benefit is 50% to $50,000 for spouse and $0 for children. 2.26.2.7 Spouse life coverage is portable if employee ports his/her own coverage. Child life coverage is not portable. 2.26.2.8 Spousal life insurance amounts shall not exceed 100% of employee basic and supplemental coverage. 2.26.3 Accidental Death and Dismemberment (AD&D) 2.26.3.1 Basic employee AD&D coverage must match the basic life insurance coverage amount. 2.26.3.2 Supplemental employee and family AD&D will be offered on a stand-alone basis, in other words, employees can choose to purchase employee only or full family AD&D coverage. 2.26.3.3 AD&D benefits for all coverages will include but not be limited to the following by coverage type/levels (i.e., employee, spouse, children): Loss of life ............................................................................ Full Amount Loss of both hands, both feet or sight of both eyes ...................................................................... Full Amount Loss one hand and one foot .......................................................... Full Amount Loss of one hand or one foot and sight of one eye ...................................................................... Full Amount Loss of one hand or one foot or sight of one eye ................................................................... 1/2 Full Amount Quadriplegia ............................................................................. Full Amount SERIAL 180138-S Paraplegia ....................................................................... 3/4 Full Amount Hemiplegia…………….. ....................................................... 1/2 Full Amount Loss of Speech……………………………………………….1/2 Full Amount Loss of Hearing in Both Ears……………………………….1/2 Full Amount Loss of Thumb and Index Finger in Same Hand……………1/4 Full Amount Safe Driver (Loss of Life with Safety Belt Only): Additional 10% of Full Amount of AD&D up to a maximum of $25,000 Safe Driver (Loss of Life with Safety Belt and Airbag): Additional 15% of Full Amount of AD&D up to a maximum of $40,000 Child Care: Additional 3% of Full Amount of AD&D per year for up to 6 years (for children under 13 years old in a day care) to a maximum of $2,000 per year Dependent Education: Additional 5% of Full Amount of AD&D for up to 4 years to a maximum of $5,000 per year (for children in post- secondary school) Occupational Assault: Additional AD&D amount equal to the AD&D amount otherwise payable for this loss up to a maximum of $25,000 Transportation: Additional . 2% of Full Amount up to a maximum of $2,500 Common Carrier: Additional amount equal to 100% of AD&D amount, otherwise payable up to a maximum of $200,000 Coma: Additional 2% of Full Amount if AD&D per month for up to 12 months 3.0 PURCHASING REQUIREMENTS: 3.1 USAGE REPORT: The Contractor shall furnish the County a usage report upon re quest delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. 3.2 BACKGROUND CHECK: Bidders/proposers need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, sub-contractors and employees and the failure to pass these checks shall deem the respondent non-responsible. 3.3 INVOICES AND PAYMENTS: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can 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 SERIAL 180138-S • Contract Serial Number or • County purchase order number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase (product or services) • Pricing per unit of purchase • Extended price • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County (ROI). 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 with their bid. 3.6 DELIVERY: It shall be the Contractor’s responsibility to meet the proposed delivery requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to make delivery and any price differential will be charged against the Contractor. SERIAL 180138-S 3.7 POST AWARD MEETING: The Contractor may be required to attend a post-award meeting with the Using Agency to discuss the terms and conditions of this Contract. This meeting will be coordinated by the Procurement Officer of the Contract. 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 within eight (8) months of contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. If County agrees to the adjusted price terms, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. 4.5 INDEMNIFICATION: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. SERIAL 180138-S 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 180138-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 $1,000,000 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) 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 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, emailed, hand delivered or sent by facsimile transmission to (320 West Lincoln Street, Phoenix, AZ 85003, Phone Number 602/506-3967 /Fax Number 602/258-1573). 4.7 ORDERING AUTHORITY: 4.7.1 Any request for purchase of product(s) 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. SERIAL 180138-S 4.8 REQUIREMENTS CONTRACT: 4.8.1 The contract to be awarded from this IFB is a requirements contract. The resulting 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. 4.8.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. By submitting a bid in response to this Invitation for Bids, the Contractor specifically acknowledges to be bound by this cancellation policy. 4.9 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. 4.10 SUSPENSION OF WORK: The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. 4.11 STOP WORK ORDER: The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 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— 4.11.1 Cancel the stop-work order; or 4.11.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the County, clause of this contract. 4.11.3 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. 4.12 TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. SERIAL 180138-S 4.13 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: 4.13.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 4.13.2 Make progress, so as to endanger performance of this contract; or 4.13.3 Perform any of the other provisions of this contract. 4.13.4 The County’s right to terminate this contract under this subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 4.14 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Contract. 4.15 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. 4.16 SUBCONTRACTING: 4.16.1 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. 4.16.2 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. 4.17 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. 4.18 ADDITIONS/DELETIONS OF SERVICE: The County reserves the right to add and/or delete materials to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount SERIAL 180138-S of service reduced in accordance with the bid price. If additional materials are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 4.19 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 4.19.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 4.19.2 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. 4.19.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 4.20 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. 4.21 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. 4.22 RELATIONSHIPS: 4.22.1 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. 4.22.2 The County reserves the right of final approval on proposed staff for all Task Orders. 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. 4.23 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, SERIAL 180138-S 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. 4.24 ISRAEL BOYCOTT: By submitting this proposal the Contractor certifies that they are in compliance with Article 9, Arizona Revised Statutes Section 35-393 et seq. 4.25 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 4.25.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor, it’s current officers and directors; 4.25.1.1 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; 4.25.1.2 have not within 3-year period preceding this Contract: 4.25.1.2.1 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 4.25.1.2.2 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; 4.25.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a 3-year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 4.25.1.2.4 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. 4.25.2 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. 4.26 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 4.26.1 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 SERIAL 180138-S 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. 4.26.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 4.26 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 4.27 CONTRACTOR LICENSE REQUIREMENT: 4.27.1 The Respondent 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 Respondent 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 using agency of any and all changes concerning permits, insurance or licenses. 4.28 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: 4.28.1 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, 4.28.2 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. 4.29 CONFIDENTIALITY: In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a proposal 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 SERIAL 180138-S information to a third party in preparing a response to this solicitation, it shall require the third party to acknowledge and comply with this provision. 4.30 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. 4.31 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.