180156-FINAL SIGNED CONTRACT.PDF

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CONTRACT PURSUANT TO RFP
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This Contract is entered into this 13th day of December, 2017 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and Inspired Networks, Inc., a Massachusetts corporation (“Contractor”
or “Inspired Networks”) for the purchase of Technology Network Integration Services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of one (1) year, beginning on the 13th day of December, 2017 and
ending the 30th day of November, 2018.
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of four (4) additional years, (or at the County’s
sole discretion, extend the contract on a month-to-month basis for a maximum of six (6) months
after expiration). The County shall notify the Contractor in writing of its intent to extend the
Contract term at least sixty (60) calendar days prior to the expiration of the original contract term,
or any additional term thereafter.
1.3 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.
2.0 PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) days prior to the
Contract expiration date. Requests for adjustment in cost of labor and/or materials must be
supported by appropriate documentation. The reasonableness of the request will be determined by
comparing the request with the Consumer Price Index or by performing a market survey. If
County agrees to the adjusted price terms, County shall issue written approval of the change and
provide an updated version of the Contract. The new change shall not be in effect until the date
stipulated on the Contract.
3.0 PAYMENTS:
3.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit “A.”
3.2 Payment shall be made upon the County’s receipt of a properly completed invoice.

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3.3 INVOICES:
3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) shall 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
• Building Name and Building Number
• Contract Serial Number or
• County purchase order number
• Maximo (FMD) service call number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Description of Purchase (services performed)
• Pricing per unit of purchase
• Extended price
• Arrival and completion time
• Total Amount Due
3.3.2 Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
3.3.3 Problems regarding billing or invoicing shall be directed to the using agency as listed on
the Purchase Order.
3.3.4 Invoices shall be submitted electronically to Business Services at fmd-
accountspayable@mail.maricopa.gov. 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).
3.3.5 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.

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3.5 TAX (SERVICES):
No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the
Contractor to determine any and all applicable taxes and include the cost in the proposal price.
3.6 TAX (COMMODITIES):
Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to
determine any and all applicable taxes and include the cost in the proposal price.
3.7 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.
3.8 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 Contractor, to purchase
their requirements under the terms and conditions of the County Contract.
4.0 AVAILABILITY OF FUNDS:
4.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
4.2 If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing
by the Procurement Officer.
5.2 During the Contract term, County may provide Contractor’s personnel with adequate workspace
for consultants and such other related facilities as may be required by Contractor to carry out its
contractual obligations.
6.0 TERMS AND CONDITIONS:
6.1 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

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(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, officers, directors, officials, and employees shall arise in connection with any claim,
damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to,
impairment of, or destruction of tangible property, including loss of use resulting there from,
caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but
only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any
one directly or indirectly employed by them, or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss, or expense is caused in part by a party
indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be
construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
6.2 INSURANCE:
6.2.1 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.
6.2.2 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.
6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
6.2.4 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.
6.2.5 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.
6.2.6 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.
6.2.7 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.

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6.2.8 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $1,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $2,000,000 General Aggregate Limit.
The policy shall include coverage for 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.
6.2.9 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 $500,000 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.
6.2.10 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
$500,000 for each accident, $500,000 disease for each employee, and $500,000 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.
6.2.11 Errors and Omissions (Professional Liability) Insurance:
Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial
Umbrella insurance, which will insure and provide coverage for errors or omissions or
professional liability of the CONTRACTOR, with limits of no less than $1,000,000 for
each claim.
6.2.12 Certificates of Insurance:
6.2.12.1 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.
6.2.12.2 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.
6.2.12.3 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.
6.2.13 Cancellation and Expiration Notice:

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Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within two (2)
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be expiring.
Such notice shall be sent directly to Maricopa County Office of Procurement Services
and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or
emailed to the Procurement Officer noted in the solicitation.
6.3 FORCE MAJEURE:
6.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies,
hostilities (whether war is declared or not), civil war, riots, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities,
nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike,
interruption or failure of electricity or telecommunication service.
6.3.2 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best
efforts to remedy the situation and remove, as soon as practicable, the cause of its
inability to perform or comply.
6.3.3 The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.
6.3.4 The County shall reserve the right to terminate this Contract and/or any applicable order
or contract release purchase order upon non-performance by Contractor. The County
shall reserve the right to extend the Contract and time for performance at its discretion.
6.4 WARRANTY OF SERVICES:
6.4.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the Contract, including all descriptions, specifications and attachments
made a part of this Contract. County’s acceptance of services or goods provided by the
Contractor shall not relieve the Contractor from its obligations under this warranty.
6.4.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. Services
corrected by the Contractor shall be subject to all the provisions of this Contract in the
manner and to the same extent as services originally furnished hereunder.
6.5 INSPECTION OF SERVICES:
6.5.1 The Contractor shall provide and maintain an inspection system acceptable to County
covering the services under this Contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to County during
contract performance and for as long afterwards as the Contract requires.

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6.5.2 County has the right to inspect and test all services called for by the Contract, to the
extent practicable at all times and places during the term of the Contract. County shall
perform inspections and tests in a manner that will not unduly delay the work.
6.5.3 If any of the services do not conform to Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
cost to the County. When the defects in services cannot be corrected by re-performance,
County may:
6.5.3.1 Require the Contractor to take necessary action to ensure that future
performance conforms to Contract requirements; and
6.5.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
6.5.4 If the Contractor fails to promptly perform the services again or to take the necessary
action to ensure future performance in conformity with Contract requirements, County
may:
6.5.4.1 By Contract or otherwise, perform the services and charge to the Contractor,
through direct billing or through payment reduction, any cost incurred by
County that is directly related to the performance of such service; or
6.5.4.2 Terminate the Contract for default.
6.6 ORDERING AUTHORITY:
Any request for purchase shall be accompanied by a valid purchase order, issued by Office of
Procurement Services, a Purchase Order issued by the using Department or direction by a
Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment.
6.7 REQUIREMENTS CONTRACT:
6.7.1 This Contract does not guarantee any minimum or maximum purchases will be made. If
purchases are made for the materials or requirement contained in the Contract, they will
be purchased from the Contractor awarded that line item. Orders will only be placed
under this contract when the County identifies a need and proper authorization and
documentation have been approved.
6.7.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from
the County Procurement Officer with written notification to follow. Contractor
specifically acknowledges to be bound by this cancellation policy.
6.8 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.
6.9 BACKGROUND CHECK:
Contractors 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 Contractor, sub-contractors and employees.

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6.10 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.
6.11 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 ninety (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 ninety (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;
6.11.1 Cancel the stop-work order; or
6.11.2 Terminate the work covered by the order as provided in the Default, or the Termination
for Convenience of the County, clause of this contract.
6.11.3 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.
6.12 TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar
days advance notice to the Contractor.
6.13 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:
6.13.1 Deliver the supplies or to perform the services within the time specified in this contract or
any extension;
6.13.2 Make progress, so as to endanger performance of this contract; or
6.13.3 Perform any of the other provisions of this contract.
The County’s right to terminate this contract under these subparagraphs may be exercised if the
Contractor does not cure such failure within ten (10) business days (or more if authorized in
writing by the County) after receipt of the notice from the Procurement Officer specifying the
failure.
6.14 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

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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.
6.15 CONTRACTOR LICENSE REQUIREMENT:
6.15.1 Contractor shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental or
non-governmental entities as mandated to maintain compliance with and in good standing
for all permits and/or licenses. Contractor shall keep fully informed of existing and
future trade or industry requirements, Federal, State and Local laws, ordinances, and
regulations which in any manner affect the fulfillment of a Contract and shall comply
with the same. Contractor shall immediately notify both Office of Procurement Services
and the using agency of any and all changes concerning permits, insurance or licenses.
6.15.2 Contractor furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. Contractor is not relieved of its obligation to posses the required licenses by
subcontracting of the labor portion of the Contract. Respondents are advised to contact
the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing
requirements for a particular contract.
6.16 SUBCONTRACTING:
6.16.1 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.
6.16.2 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 or the County has approved the increase. 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.
6.17 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.
6.18 ADDITIONS/DELETIONS OF SERVICE:
The County reserves the right to add and/or delete materials and services to a Contract. If a
service requirement is deleted, payment to the Contractor will be reduced proportionately, to the
amount of service reduced in accordance with the bid price. If additional materials or services are
required from a Contract, prices for such additions will be negotiated between the Contractor and
the County.
6.19 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.

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6.20 SEVERABILITY:
The removal, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
6.21 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.
6.22 NON-DISCRIMINATION:
CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09 including flow down of all provisions and requirements to any subcontractors.
Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and
may be viewed and downloaded at the Governor of the State of Arizona website
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby
incorporated into this contract as if set forth in full herein. During the performance of this contract,
CONTRACTOR shall not discriminate against any employee, client or any other individual in any
way because of that person’s age, race, creed, color, religion, sex, disability or national origin.
6.23 ISRAEL BOYCOTT:
By signing this Contract, the Contractor certifies that they are in compliance with Article 9,
Arizona Revised Statutes Section 35-393 et seq.
6.24 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.24.1 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;
6.24.1.1 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;
6.24.1.2 have not within 3-year period preceding this Contract;
6.24.1.2.1 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
6.24.1.2.2 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;
6.24.1.2.3 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

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had any public transaction (Federal, State or local) terminated for
cause or default.
6.24.1.3 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.
6.24.2 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.
6.25 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.25.1 By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (INA using e-verify) and all other federal immigration laws and
regulations related to the immigration status of its employees and A.R.S. §23-214(A). The
Contractor shall obtain statements from its subcontractors certifying compliance and shall
furnish the statements to the Procurement Officer upon request. These warranties shall
remain in effect through the term of the Contract. The Contractor and its subcontractors
shall also maintain Employment Eligibility Verification forms (I-9) as required by the
Immigration Reform and Control Act of 1986, as amended from time to time, for all
employees performing work under the Contract and verify employee compliance using the
E-verify system and shall keep a record of the verification for the duration of the
employee’s employment or at least three years, whichever is longer. I-9 forms are available
for download at USCIS.GOV.
6.25.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.25.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the
County’s intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the contract and
may pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, termination of the Contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
6.26 INFLUENCE:
As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
6.26.1 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,
6.26.2 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.

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6.27 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.27.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain (physical or digital copies of) all books, records, accounts,
statements, reports, files, and other records and back-up documentation relevant to this
Contract for six (6) years after final payment or until after the resolution of any audit
questions which could be more than six (6) years, whichever is latest. The County,
Federal or State auditors and any other persons duly authorized by the Department shall
have full access to, and the right to examine, copy and make use of, any and all said
materials.
6.27.2 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.
6.28 AUDIT DISALLOWANCES:
If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course
of action to address the disallowance shall be at sole discretion of the County, and may include
either an adjustment to future invoices, request for credit, request for a check or a deduction from
current invoices submitted by the Contractor equal to the amount of the disallowance, or to require
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable
to Maricopa County.
6.29 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.
6.30 CONFIDENTIAL INFORMATION:
Any information obtained in the course of performing this contract may include information that is
proprietary or confidential to the County. This provision establishes the contractor’s obligation
regarding such information.
The Contractor shall establish and maintain procedures and controls that are adequate to assure
that no information contained in its records and/or obtained from the County or from others in
carrying out its functions (services) under the Contract shall be used by or disclosed by it, its
agents, officers, or employees, except as required to efficiently perform duties under the Contract.
The Contractor’s procedures and controls at a minimum must be the same procedures and controls
it uses to protect its own proprietary or confidential information. If, at any time during the
duration of the Contract, the County determines that the procedures and controls in place are not
adequate, the Contractor shall institute any new and/or additional measures requested by the
County within fifteen (15) days of the written request to do so.
Any requests to the Contractor for County proprietary or confidential information shall be referred
to the County for review and approval, prior to any dissemination.
6.31 PUBLIC RECORDS:
Under Arizona law, all Contracts are public records and must be retained by the Records Manager
at the Office of Procurement Services. Contracts shall be open to public inspection and copying
after Contract award and execution, except for such Contracts or sections thereof determined to
contain proprietary or confidential information by the Office of Procurement Services.

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6.32 PRICES:
Contractor warrants that prices extended to County under this Contract are no higher than those
paid by any other customer for these or similar services.
6.33 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.
6.34 RELATIONSHIPS:
6.34.1 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.
6.34.2 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.
6.35 GOVERNING LAW:
This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona.
6.36 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if
applicable, the terms of this Contract shall prevail.
6.37 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.37.1 Exhibit A, Pricing;
6.37.2 Exhibit B, Scope of Work; and
6.37.3 Exhibit C, Office of Procurement Services Contractor Travel and Per Diem Policy.
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494

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For Contractor:
Inspired Networks, Inc.
15 Birch Street
Pembroke, MA 02359

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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
Richard Donnelly
PRINTED NAME AND TITLE
15 Birch Street Pembroke, MA 02359
ADDRESS
1-December-2017
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE

SERIAL 180156-RFP
EXHIBIT A
PRICING
SERIAL 180156-RFP
NIGP CODE: 91830, 91890
RESPONDENT'S NAME: Inspired Networks, Inc.
COUNTY VENDOR NUMBER : VS0000002089
ADDRESS: 15 Birch Street
Pembroke, MA 02359
P.O. ADDRESS: P.O. Box 789
TELEPHONE NUMBER: 877.265.8828
FACSIMILE NUMBER: 978.349.6183
WEB SITE: www.inspirednetworks.com
CONTACT (REPRESENTATIVE): Richard Donnelly
REPRESENTATIVE'S E-MAIL ADDRESS: rdonnelly@inspirednetworks.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE
FROM THIS CONTRACT [X] [ ]
WILL ACCEPT PROCUREMENT CARD FOR
PAYMENT: [ ] [X]
WILL OFFER REBATE (CASH OR CREDIT) FOR UTILIZING
PROCUREMENT CARD: [ ] [X] %
(Payment shall be made within 48 hours of utilizing the Purchasing Card)
PAYMENT TERMS: NET 30 DAYS
1.0 PRICING: PER AGREED UPON SOW BASED ON HOURLY RATES
BELOW
1.1 PROJECT LABOR RATES:
1.1.1 Design Services $169.00 PER HOUR
1.1.2 Construction Administration/Commissioning $148.00 PER HOUR
1.1.3 Hourly Labor Rate Outside SOW
1.1.3.1 Senior Consultant $ 169.00 PER HOUR
1.1.3.2 Senior Project Manager $ 169.00 PER HOUR
1.1.3.3 Project Manager $ 130.00 PER HOUR
1.1.3.4 CAD Services $ 74.00 PER HOUR
1.1.3.5 Clerical Services $ 50.00 PER HOUR

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EXHIBIT B
SCOPE OF WORK
1.0 INTENT:
The Maricopa County Facilities Management Department (FMD) is requesting technology network
integration services within County occupied buildings. Expected outcomes include technology that is
integrated with existing County technology infrastructure and systems, completed per best practices, and
that adheres to established technology standards as specified by County information technology
department(s).
The type of projects may include new construction, remodel or additions. The involved buildings may
include space occupied by the public, employees, justice and law enforcement personnel, or in-custody
individuals.
The technology involved may include, but is not limited to, converged voice/data network infrastructure,
local and wide area networks, wireless network services, telephony, unified communications, video
conferencing, outside cable plant, cabling distribution system, building paging, closed circuit television,
building control systems, physical security system resources, surveillance, and specialized systems that, as
example only, support Judicial Branch operations within courtrooms.
The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where
the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to
ensure adequate competition on any project or task order work.
2.0 SCOPE OF WORK:
Inspired Networks will work in coordination with Maricopa County Facilities Management Department
(FMD), Maricopa County Stakeholders, and the Maricopa County selected Architectural and Engineering
firms for the project. Inspired Networks will work with the Maricopa County Stakeholders for the systems
design of the in-scope systems which include the Local Area Network (LAN), Wireless Local Area
Network (WLAN), and Telephony systems. Stakeholders will include County Information Technology
Department(s).
Scope of Work per Phase
2.1 Design
30% Schematic Design Phase
A series of coordination meetings with the Owner User groups to determine each group’s specific
technology functions and methods of procedures. Anticipate up to eight (8) meetings with the stakeholders.
The development of the schematic design to include for:
• Stakeholder requirements
• Preliminary stakeholder group requirements.
• LAN system design
• WLAN system design
• Telephony system design
60% Design Phase
A series of coordination meetings with the Owner User groups to determine each group’s specific
technology functions and methods of procedures. Anticipate up to ten (10) meetings with the stakeholders.

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The development of the design to include for:
• Stakeholder requirements
• Stakeholder comments
• Stakeholder standards
• Best practices
• Building coverage
• Development of system flow diagrams
• Development of LAN design
• Development of WLAN design
• Development of Telephony design
• Validation of cable plant design, in coordination with the stakeholder.
• Development of the functional specifications
• Development of system diagrams
• Development of BoM with pricing for budge.
• Performance of a WLAN study including heat maps
• Identify Value Engineering (VE) options including cost estimates
90% Design Phase
Coordination meetings with the Owner User groups to determine each group’s specific technology
functions and methods of procedures. Anticipate up to six (6) meetings with the stakeholders.
• Stakeholder comments
• Building coverage
• Development of LAN design
• Development of WLAN design
• Development of Telephony design
• Development of the functional specifications
• Development of system diagrams
• Development of BoM with pricing for budget
• Identify Value Engineering (VE) options including cost estimates
100% Design Phase Documents
Coordination meetings with the Owner User groups to determine each group’s specific technology
functions and methods of procedures. Anticipate up to two (2) meetings with the stakeholders.
• Incorporate Owner comments into the final construction documents
• Finalized technology documentation will be issued
• Submit final documents
2.2 Delivery & Construction Administration
Design Services – Detailed Design
The scope of services includes:
• FMD representative for coordination with the individual stakeholder groups.

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• FMD representative with the review of integrators bid proposals, bid review, pricing review, and
selection of integrator(s).
• Review of Value Engineering (VE) options including cost estimates.
• FMD representative over the Design of the Systems (in-scope systems) during the Pre-
Construction and Construction Phases, advising and consulting accordingly.
• FMD representative for budget oversight for in-scope systems.
• FMD / Stakeholders’ representative for vendor management of subcontractors (integrators).
• In coordination with Stakeholders and Subcontractors (Integrator) the Development and
Production of the Detailed Design for in the in-scope systems and system interfaces.
• In coordination with the Stakeholders and Subcontractors (Integrator) Develop plans showing final
Technology Systems in detailed format and schedules indicating requirements.
• In coordination with the Stakeholders and Subcontractors (Integrator) the production of Final
Documents, Drawings and Schedules for major equipment for Special Systems.
• In coordination with the Stakeholders and Subcontractors (Integrator) the production of Final
description and diagram of technology system management requirements.
• Assist Stakeholders and Subcontractors (Integrator) with Final Technology Systems design and
specifications:
o IP Addressing
o Routing
o Network Configurations
o Network Failover
o Network Security Best Practices
o Assist with Business Units Moves
o Vendor Management and Scheduling
o Special System Testing (Exhibit-One, Video Conferencing, and Inmate phone/visitation)
• Coordinate with the individual stakeholder groups to capture their requirements for Testing and
Commissioning, in support of System Testing, Integration Testing, and User Acceptance Testing.
• Assist Stakeholders and Subcontractors (Integrator) with the develop and production of:
o Testing Methodology
o Test Plans / Procedures
• Coordinate with the individual stakeholder groups to capture their requirements Migration of
services and users.
2.3 Delivery Services
Inspired Networks shall provide the following services in support of the Delivery of the in-scope systems:
• Technical Project Management
• Project Coordination
• Oversight and Management of Delivery including pre-implementation, implementation,
configuration, integration, testing and commissioning
• Assist in the development of a Coordinated Schedule incorporating the delivery of the Systems and
Telecommunication Rooms with the Construction Schedule identifying coordination of works,
prerequisites, dependencies, and critical path tasks
• Management in accordance with the coordinated schedule

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• FMD representative over the Delivery of in-scope systems during the Construction Phases, advising
and consulting accordingly
• Assist the Project Team in the development, review, analysis, and updates to in-scope systems
project schedule, delivery of systems, submittals, and equipment matrix
• Project Team representative over the Delivery of in-scope systems during the Construction Phases,
advising and consulting accordingly
• Coordination of planned works
• Review periodic updates of scheduled works
• Tracking of works
• Log and track issues log and resolutions
• Review and track changes
• Notification / Escalation
• Lead Coordination efforts with stakeholders
• Lead Coordination in coordination with FMD and Stakeholders for the in-scope systems
• Lead Coordination efforts with subcontractor (integrator)
• Manage the subcontractor (integrator) through the Pre-Implementation, Implementation, Integration,
Testing, and Handover to steady-state operation
• Technical oversight and guidance through the Pre-Implementation, Implementation, Integration,
Testing, Hand-over to steady-state operation
• Assist the FMD Project Team with budget planning, analysis, and payment of works completed
• Provide gap analysis and make recommendations for corrective action
• In coordination with FMD Project Team manage the Contractor, and Sub-Contractors through the
project phases Close-out
• Oversight of hand-over documentation (as-builds, O&Ms) from the subcontractor (integrator)
2.4 Design Services – Oversight and Adherence
Inspired Networks shall provide the following services in support of the Design Services – Oversight and
Adherence of the in-scope systems:
• FMD and the Project Team representative for Construction Administration for the in-scope systems.
• Oversight of design adherence with pre-implementation, implementation, configuration, integration,
testing and commissioning.
• Furnish the services of a field representative that will observe the site and report known deviations
from the construction documents during construction activities as requested by the Design Builder or
as required Code Inspection requirements.
• Present evaluation of alternative approaches to design and construction of the project related to
improving function and budget.
• Provide adequate representation at weekly progress meetings to review the current schedule and
work progress and to facilitate resolution of construction issues.
• Monitor the document file tracking system in conjunction with the project standards for sub-
contractor submittals, Proposal Requests (PR’s), Architect’s Supplemental Instructions (ASI’s).
• In conjunction with project standards maintain logs for the RFI’s, change order requests, change
orders, and submittals.
• Review shop drawings, product data, and sample submittals in accordance with the Project Manual.

SERIAL 180156-RFP
• Prepare Proposal Requests (PR’s) and required drawings, specifications and other supporting data as
directed by FMD and the Project Team.
• Review and respond to Requests for Information (RFI’s).
• Furnish field technicians as needed for the purposes of providing construction inspection of the sub-
contractor’s work as directed by the FMD and the Project Team during scheduled construction
operations.
• Observe and document field materials and performance tests as requested by FMD and the Project
Team.
2.5 Test and Commissioning Services
Inspired Networks shall provide the following services in support of the Design Services – Oversight and
Adherence of the in-scope systems:
• FMD and the Project Team representative for Test and Commissioning oversight for the in-scope
systems
• Lead Coordination efforts with Stakeholders
• Management in accordance with the coordinated schedule.
• Oversight of planned tests
• Oversight of documentation of test result

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EXHIBIT C
OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY
1.0 All contract-related travel plans and arrangements shall be prior-approved by the County Contract
Administrator.
2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District
(County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA)
domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to
determine rates (no exceptions): www.gsa.gov
2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be
reimbursed. They should be included in the contractor’s hourly rate as an overhead charge.
2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or
incidentals.
3.0 Commercial air travel shall be reimbursed as follows:
3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when
preapproved in writing by the County Contract Administrator as a result of the business need of
the County when there is no lower fare available.
3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the
time of contract signing) will be reimbursed. Under no circumstances will the County reimburse
for airfares related to transportation to or from an alternate site.
3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air
travel.
4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the
trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the
same travel period will not be permitted without prior written approval by the County Contract
Administrator.
4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the
contractor. The County will not reimburse contractor if the contractor chooses to purchase this
coverage.
4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle
is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain
pre-approval in writing from the County Contract Administrator prior to rental of a larger vehicle.)
4.3 County will reimburse for parking expenses if free, public parking is not available within a
reasonable distance of the place of County business. All opportunities must be exhausted prior to
securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH;
shuttles, etc. that can transport the contractor to and from County buildings with minimal costs.
4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking
will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from
the airport.
4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s)
or other any transportation costs.
5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre-
approved by the County Contract Administrator. These costs include (but not limited to) the following: in-
room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel,

SERIAL 180156-RFP
fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees,
and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not
reimbursable.
6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in
individual contracts.
7.0 Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per
diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator.
No travel and per diem expenses shall be paid by County without copies of the written consent as described
in this policy and copies of all receipts.