180153-CI CONTRACT 10-5-17.PDF

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CONTRACT PURSUANT TO COMPETITION
IMPRACTICABLE
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This Contract is entered into this 8t h day of November, 2017 by and between Maricopa County ("County"), a
political subdivision of the State of Arizona, and R Ellis Consulting LLC, an Arizona corporation ("Contractor") for
the purchase of consulting services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of one (1) year, beginning on the 1st day of December, 2017 and
ending the 31" day of December, 2018.
1.2 The County may, at its option and with the agreement of the Contractor extend the contract on a
month-to-month bases 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 tem' 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 FEE ADJUSTMENTS:
2.1 Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract
expiration. Requests for adjustment in cost of labor and/or materials must be supported by
appropriate documentation. If County agrees to the adjusted fee, 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.
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.
3.3 INVOICES:

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3.3.1 The Contractor shall submit in a manner acceptable to the County one (1) legible copy of
their detailed invoice before payment(s) can be made. At a minimum, the invoice must
provide the following information:
• Company name, address and contact
• County bill-to name and contact infonnation
• Contract serial number
• County purchase order number
• Invoice number and date
• Payment terms
• Date of service
• Quantity
• Contract Item number(s)
• Description of service provided
• Progress on Projects
• Pricing per unit of service
• Extended price
• Total Amount Due
3.3.2 Problems regarding billing or invoicing shall be directed to the County 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/FinanceNendors.aspx).
3.3.4 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: Maricopa County is subject to all
applicable state and local transaction privilege taxes. To the extent any state and local
transaction privilege taxes apply to sales made under the terms of this contract it is the
responsibility of the seller to collect and remit all applicable taxes to the proper taxing
jurisdiction of authority.
3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all subcontractors to hold Maricopa County harmless from
any responsibility for taxes, damages and interest, if applicable, contributions required
under Federal, and/or state and local laws and regulations and any other costs including
transaction privilege taxes, unemployment compensation insurance, Social Security and
Worker's Compensation.
3.5 TAX (SERVICES):
No tax shall be invoiced or paid against contractor's labor. It is the responsibility of the Contractor
to determine any and all applicable taxes and include the cost in the proposal price.

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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
(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 ha niless 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:

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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 County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise Contractor of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Contractor from, or be deemed a waiver of County's right to insist on strict fulfillment of
Contractor's obligations under this Contract.
6.2.7 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 Insured's.
6.2.8 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.
6.2.9 The Contractor's policies shall stipulate that the insurance afforded the Contractor shall
be primary insurance and that any insurance carried by the Department, its agents,
officials, employees or the State of Arizona shall be excess and not contributory
insurance, as provided by A.R.S. § 41-621 (E).
6.2.10 Coverage provided by the Contractor shall not be limited to the liability assumed under
the indemnification provisions of this Contract.
6.2.11 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, $1,000,000
Products/Completed Operations Aggregate, and $2,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury, broad form property damage,
personal injury, products and completed operations and blanket contractual coverage, and
shall not contain any provision which would serve to limit third party action over claims.

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There shall be no endorsement or modification of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property damage.
6.2.12 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 under this Contract.
6.2.13 Workers' Compensation:
6.2.13.1 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.
6.2.13.2 Contractor waives all rights against County and its agents, officers, directors and
employees for recovery of damages to the extent these damages are covered by
the Workers' Compensation and Employer's Liability or commercial umbrella
liability insurance obtained by Contractor pursuant to this Contract.
6.2.14 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.
6.2.15 Cyber:
Policy Limit:
6.2.17.1 The policy shall be issued with minimum limits of $100,000.
6.2.17.2 The policy shall include coverage for all directors, officers, agents and
employees of the Contractor.
6.2.17.3 The policy shall include coverage for third party fidelity.
6.2.17.4 The policy shall include coverage for theft.
6.2.17.5 The policy shall contain no requirement for arrest and conviction.
6.2.17.6 The policy shall cover loss outside the premises of the Named Insured.
6.2.17.7 The policy shall endorse (Blanket Endorsements are not acceptable) the
Department as Loss Payee as our interest may appear.
6.2.16 Certificates of Insurance.
6.2.21.1 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.
6.2.21.2 In the event any insurance policy (ies) required by this contract is (are) written
on a "claims made" basis, coverage shall extend for two years past completion
and acceptance of Contractor's work or services and as evidenced by annual
Certificates of Insurance.

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6.2.21.3 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.
6.2.17 Cancellation and Expiration Notice.
Applicable to all insurance policies required within the Insurance Requirements of this
Contract, Contractor's insurance shall not be permitted to expire, be suspended, be
canceled, or be materially changed for any reason without thirty (30) days prior written
notice to Maricopa County. Contractor must provide to Maricopa County, within 2
business days of receipt, if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be
expiring. Such notice shall be sent directly to Maricopa County Office of Procurement
Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ
85003, or emailed to Procurement Officer noted in solicitation.
6.3 WARRANTY OF SERVICES:
6.3.1 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.
6.3.2 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.
6.4 INSPECTION OF SERVICES:
6.4.1 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.
6.4.2 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.
6.4.3 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:
6.4.3.1 Require the Contractor to take necessary action to ensure that future
performance conforms to Contract requirements; and
6.4.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
6.4.4 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:
6.4.4.1 By Contract or otherwise, perfoun 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
6.4.4.2 Terminate the Contract for default.
6.5 REQUIREMENTS CONTRACT:

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6.5.1 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.
6.5.2 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.
6.6 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.
6.7 BACKGROUND CHECK:
Contractors need to be aware that there may be multiple background checks (Sheriffs Office,
County Attorney's Office, Courts as well as Maricopa County general government) to determine if
the respondents employees are acceptable for the contractor to do business with the County. This
applies to (but is not limited to) the Contractor and sub-contractors. Employees or others who fail
to pass these checks shall not be allowed to work on County projects. Failure to meet these
requirements may lead to termination of the contract.
6.8 UNCONDITIONAL TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar
days advance notice to the Contractor.
6.9 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:
6.9.1 Deliver the supplies or to perfolln the services within the time specified in this contract or
any extension;
6.9.2 Make progress, so as to endanger performance of this contract; or
6.9.3 Perform any of the other provisions of this contract.
6.9.4 The County's right to terminate this contract under these 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.
6.10 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

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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.
6.11 CONTRACTOR LICENSE REQUIREMENT:
6.11.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. The Contractor shall keep fully informed of
existing and future trade or industry requirements, Federal, State and Local laws,
ordinances, and regulations which in any manner affect the fulfillment of a Contract and
shall comply with the same. Contractor shall immediately notify both Office of
Procurement Services and the using agency of any and all changes concerning permits,
insurance or licenses.
6.11.2 If Contractor is furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, Contractor 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. Contractors are advised
to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to
ascertain licensing requirements for a particular contract.
6.12 SUBCONTRACTING:
6.12.1 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.
6.12.2 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.
6.13 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.
6.14 ADDITIONS/DELETIONS OF SERVICE:
6.14.1 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.
6.14.2 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 business days, unless previously approved by the County.
6.15 STRICT COMPLIANCE:

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Acceptance by County of a performance that is not in strict compliance with the terms of the
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of
the Contract.
6.16 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.
6.17 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.
6.18 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's website
http://www.azgovernor.gov/dms/upload/E0 2009_09.pdf 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 or any other individual in any way
because of that person's age, race, creed, color, religion, sex, disability or national origin.
6.19 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.
6.20 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.20.1 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;
6.21.1.1 are not presently debarred, suspended, proposed for debaiment, 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;
6.21.1.2 have not within 3-year period preceding this Contract;
6.21.1.2.1 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
6.21.1.2.2 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;
6.21.1.2.3 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 perfonaing a government entity public (Federal, State or
local) transaction or contract; and are not presently facing any civil

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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.
6.21.1.2.4 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 fmal
resolution.
6.21.2 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.
6.22 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.22.1 By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act (NA 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. 1-9 forms are available
for download at USCIS.GOV .
6.22.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.22.1
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 fmd 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.
6.23 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:
6.23.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy,
6.23.2 That is offered or given with the intent to influence a decision, obtain a contract, gamer
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

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Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided
by this contract.
6.24 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.24.1 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 Depai anent shall have full access to, and the right to
examine, copy and make use of, any and all said materials.
6.24.2 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.
6.24.3 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 deduction from current billings Submitted by the Contractor by 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.
6.25 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.
6.26 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.
6.27 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 perfonu 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 15 days of the written request to do so.
Any requests to the Contractor for County proprietary or confidential information s shall be
referred to the County for review and approval, prior to any dissemination.

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6.28 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.
6.29 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.
6.30 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.
6.31 INDEPENDENT CONTRACTOR:
6.31.1 Contractor's relationship to the County shall be as an independent contractor and not as
an employee.
6.31.2 This Contract does not constitute, create, give rise to or otherwise recognize a joint
venture, partnership, or employment relationship. The rights and obligations of the
Parties shall be only those expressly set forth in the Contract.
6.31.3 No persons supplied by Contractor in the performance of obligations under the Contract
are considered to be County employees, and no rights of County civil service, retirement
or personnel rules accrue to such persons. Contractor shall have complete responsibility
for all salaries, wages, bonuses, retirement withholdings, workmen's compensation, other
employee benefits and all taxes and premiums relating to such persons, and shall save
and hold the County harmless with respect to those responsibilities in the event of a claim
for one or more of them is brought against Maricopa County.
6.32 FURTHER ASSURANCES AND CORRECTIVE INSTRUMENTS:
The Parties will, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, any corrective instruments as may be reasonably necessary to carry
out the intent of the Contract.
6.33 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
6.34 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.
6.35 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.35.1 Exhibit A, Pricing;

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6.35.2 Exhibit B, Scope of Work;
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
For Contractor:
R ELLIS CONSULTING LLC
1079 EAST ERIE COURT
GILBERT ARIZONA 85295

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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
Ryan Ali. Owner
PRINTED NAME AND TITLE
1q703 F Raven Dr, ()teen Creek A7 85149
ADDRESS
October 5, 2017
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE

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EXHIBIT A
PRICING
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NIGP CODE: 91858
RESPONDENTS NAME: R Ellis Consulting LLC
COUNTY VENDOR NUMBER: VC0000004401
ADDRESS: 1079 EAST ERIE COURT
P.O. ADDRESS: GILBERT AZ. 85295
TELEPHONE NUMBER: 480-620-0725
WEB SITE:
CONTACT (REPRESENTATIVE): RYAN ELLIS
REPRESENTATIVES E-MAIL ADDRESS: RTE
PAYMENT TERMS.
NET 10 DAYS
1.0 PRIICNG
1.1 HOURLY RATE*/ $91.00
*RATE IS ALL INCLUSIVE INCLUDING ALL EXPENSES.

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EXHIBIT B
Statement of Work for HMS Independent Contractor
ADP and Human Resources Projects and Support Services:
1 ADP support services.
1.0.1 Contract shall provide a maximum of 20 Hours per Month for general ADP or RR
technical support.
1.0.2 Any other ADP or HR technical support shall be approved in advance by the County in
writing, based on County's requirements and invoiced based upon the hourly rates in
Exhibit A.
1.0.3 ADP or HR technical support may be performed remotely or at the County's facilities.
2 HR Projects and Support Services::
2.0.1 All BR projects shall be in writing in the form of a task order and signed by both parties.
2.0.2 All HR project work shall be based on a specific project, not to exceed time required and
deliverables based on the contractor's current hourly rate.
2.0.3 HR Project Work Task Orders shall have a not to exceed (NTE) number of hours by Task
order and Phase of Deliverables.
2.0.4 HR Project work may be performed remotely or at the County's facilities.
2.0.5 RR Projects shall be revised or assigned based on the County's needs. This includes an
increase or reduction to the Scope of Work and associated NTE hours.
2.0.6 If the County increases the Scope of Work the contractor may request a change in the
NTE hours.
3 Other Project and Support:
Any work other than ADP or HR projects and support shall be based on the following:
3.0.1 All projects shall be in writing in the form of a task order and signed by both parties.
3.0.2 Other Projects and Support cannot interfere with or conflict with ADP/HR technical
support or RR Project work.
3.0.3 Project Work Engagements shall have a NTE number hours by Task order and Phase of
Deliverables.
3.0.4 Project work may be performed remotely or at the County's facilities.
4 Non County Work:
4.0.1 Contractor may engage in other than County work as provided below:
4.0.1.1 Task Order issued by the County will be perfollited as a priority over any non-
County work.
4.0.1.2 Non-County work cannot interfere with or conflict with County work and
projects.
4.0.1.3 For purposes of determining whether a conflict does or may exist, Contractor
shall advise the County of any non-County work prior to performing such work.

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5 Payment and Billings:
5.0.1 ADP/HR technical support and project work shall be invoiced monthly.
5.0.2 All project work will be billed based on the Task Order.
5.0.3 Projects with multiple phases and deliverables may be billed as each deliverable is
completed.
5.0.4 Invoices must detail the work completed and the deliverables.
5.0.5 Invoices and payments will be based on the hourly rate in Exhibit A.
6 Reporting:
6.0.1 Contractor shall at a minimum submit monthly work reports in a foul at approved by the
County.
6.0.2 Reports shall list all projects and the phase of completion and any other information
required by the County.
7 Confidentiality Agreement:
Contractor acknowledges that it will have access to certain confidential information and materials
of the County ("Confidential Information"). Confidential Information will include, but not be
limited to, information not otherwise publicly available, regarding each party's business, plans,
customers, technology, products, proprietary software, and customer information. Contractor
agrees that it will not use in any way, for its own account or the account of any third party, except
as expressly permitted by this Agreement, nor disclose to any third party (except as required by
Law or to that party's attorneys, accountants and other advisors as reasonably necessary), any of
the other party's Confidential Information and will take reasonable precautions to protect the
confidentiality of such information. Within thirty (30) days after expiration or termination of this
Agreement for any reason, Contractor will return all Confidential Information of the County in its
possession, custody or control at the time of expiration or termination and will not make or retain
any copies of such Confidential Information except as required to comply with any applicable
legal, accounting, or administrative record keeping requirement.
Infan lation will not be deemed Confidential Infounation hereunder if the information: (a) is
known to the receiving party prior to receipt from the disclosing party directly or indirectly from
a source other than one having an obligation of confidentiality to the disclosing party; (b)
becomes known (independently of disclosure by the disclosing party) to the receiving party
directly or indirectly from a source other than one having an obligation of confidentiality to the
disclosing party; (c) becomes publicly known or otherwise ceases to be confidential, except
through a breach of this Agreement by the receiving party; or (d) is independently developed by
the receiving party without any use of or reliance upon the Confidential Information of the
County.