230149-DRAFT CONTRACT 01-22-24.DOCX

CONTRACT FOR RECORD REQUESTS, LEGAL HOLDS,
PRESERVATION AND E-DISCOVERY SYSTEM
230149-RFP
This contract is entered into this 7th day of February, 2024 by and between Maricopa County (County), a
political subdivision of the State of Arizona, and The IQ Business Group, Inc, dba IQBG, Inc., a Virginia
corporation (Contractor) for the purchase of a Record Requests, Legal Holds, Preservation and e-Discovery
System.
1.0 CONTRACT TERM
This contract is for a term of five years, beginning on the 7th day of February, 2024 and ending the
31st day of January, 2029.
2.0 OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor, renew the term of this
contract up to a maximum of five additional year(s), (or at the County’s sole discretion, extend the
contract on a month-to-month basis for a maximum of six months after expiration). The Contractor
shall be notified in writing by the Office of Procurement Services of the County’s intention to renew
the contract term at least 60 calendar days prior to the expiration of the original contract term.
3.0 CONTRACT COMPLETION
In preparation for 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 the Contractor that are required to be provided to the
County either by the terms of this agreement or as a matter of law. The provisions of this clause
shall survive the expiration or termination of this agreement.
4.0 PRICE ADJUSTMENTS
Any requests for reasonable price adjustments must be submitted 60 calendar days prior to
contract expiration. 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
updated version of the contract.
5.0 PAYMENTS
5.1 As consideration for performance of the duties described herein, County shall pay
Contractor the sum(s) stated in Exhibit A – Vendor Information and Pricing Sheet.

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5.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
5.3 INVOICES
5.3.1 The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a minimum,
the invoice must provide the following information:
• Company name, address, and contact information
• County bill-to name and contact information
• Contract serial number
• County purchase order number
• Project name and/or number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Quantity
• Contract item number(s)
• Description of purchase (product or services)
• Pricing per unit of purchase
• Extended price
• Total amount due
5.3.2 Labor, services, and maintenance must be billed as a separate line item.
5.3.3 Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.
5.3.4 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 accessible from the County Department of Finance
Vendor Registration Web Site https://www.maricopa.gov/5169/Vendor-
Information.
5.3.5 Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
5.3.6 EFT payments to the routing and account numbers designated by the Contractor
shall 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.
5.4 CRITERIA FOR DELIVERY AND ACCEPTANCE OF DELIVERABLES
5.4.1 The Contractor shall submit all Deliverables to the County Representative. Each
Deliverable will be in the requisite format specified in the SOW and contain the
content required by the SOW prior to the Deliverable being submitted.
Documentation shall be delivered in one electronic version with accompanying
transmittal letters.
5.4.1.1 County Representative shall review and validate Contractor’s
Deliverables product prior to Acceptance. Acceptance criteria for
Deliverables shall consist of the following:
5.4.1.1.1 Specific Deliverables are completed as specified in this
Contract and the final Deliverable has been rendered.
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5.4.1.1.2 Plans, schedules, designs, documentation, and reports are
approved and completed as specified in this Contract.
5.4.1.1.3 All supporting Documentation is provided and completed.
5.4.1.1.4 All Deliverables are presented to County in the approved
format (or if no such format is approved, in an industry-
standard format).
5.4.1.1.5 All Deliverables are at the agreed upon acceptable level of
quality as defined in this Contract.
5.4.2 Software/System Acceptance Process
5.4.2.1 The acceptance process and criteria set out in this section shall apply
strictly to the initial implementation project and will not apply post
warranty.
5.4.2.2 Acceptance for the Application Package and the System Testing shall
be an on-going, iterative activity which shall be performed throughout
the Contract, provided that Deliverables that have passed Acceptance
will not be subject to re-testing for Acceptance except (a) to the extent
they interoperate with, or are modified by, further Deliverables
undergoing Acceptance, or (b) as part of Final Acceptance. The timing
for completion of testing activities shall be mutually agreed upon and
included in the Project Plan.
5.4.2.3 The Contractor will perform initial testing from its premises prior to
delivery of a Deliverable. County may ask to see the initial testing results
from Contractor, but only for comparison to the County’s Onsite results.
5.4.2.4 The process for pre-user acceptance testing of Application Package
Deliverables shall include the following steps.
5.4.2.4.1 Contractor completes an Application Package Deliverable;
5.4.2.4.2 Contractor configures the Deliverable and/or the Application
Package in the Delivery Platform with assistance from
County;
5.4.2.4.3 Contractor provides a conference room pilot to demonstrate
functionality included in the Application Package including
such Deliverable and how it is intended to be used;
5.4.2.4.4 County completes additional testing of such Deliverable to
validate the configuration as part of the Application Package
in the Delivery Platform and;
5.4.2.4.5 County provides Contractor with feedback about the current
Deliverable, which Contractor shall consider and, to the
extent consistent with the SOW, incorporate into the next
Deliverable (or as may be mutually agreed pursuant to a
change order.
5.5 SOFTWARE UPDATES, WARRANTY, MAINTENANCE & ROADMAP/ENHANCEMENTS
5.5.1 Contractor shall make available to County at no additional charge all
Enhancements to the Application Package as they are released so long as the
County is currently under the Contractor’s agreement for Support and is using a
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Current Release. The County shall decide at its discretion whether or not to take
advantage of such Enhancement and support it under the Support agreement.
Notwithstanding the foregoing, County acknowledges that Support will be limited
to a commercially reasonable effort basis if the County elects not to maintain a
Current Release of the Application Package.
5.5.2 To ensure that Documentation is consistent with the operating environment,
updated Documentation shall be delivered concurrently with every Enhancement
where the functionality documented has materially been changed, or the
cumulative effect of previous Enhancements has rendered the functionality
documented to have materially changed.
5.5.3 After the Reliability Test Period has passed as agreed by the parties, the Warranty
Period will begin for a period of 45 days. At the end of this Warranty Period, a Gate
Review shall be held that will establish either a) the close of the Warranty and the
Commencement of Maintenance & Support or b) an additional Warranty Period of
45 days.
5.6 PAYMENT RETENTION
5.6.1 Fifty percent of monies paid for Delivered Content earned by Contractor related to
a Purchase Order shall be retained by County until an initial delivery, including in
electronic form, of the Delivered Content is made by Contractor. Upon said initial
delivery, County shall release to Contractor 50 percent of the monies owed for the
Delivered Content. County shall then release 25 percent of the remaining monies
owed to Contractor for Delivered Content upon Final Completion. The remaining
25 percent of the monies due to Contractor shall be paid within one month of Final
Completion. All monies owed to Contractor by County for Delivered Content shall
be paid in full within one month of Final Completion. See Exhibit A-1 for additional
details.
5.6.2 The County may elect to release specific retention payments based on mutually
agreed milestones, but in no case shall retention be released prior to Final
Completion. All other payment terms and conditions shall not be affected by the
retention. In the event of termination or cancellation of this Contract by County
through no fault of Contractor, Contractor shall be entitled to the refund of any
funds in the retention account.
5.6.3 After 50 percent of the Products have been delivered, the County may reduce the
retainage to five percent of all monies previously earned and all monies earned
thereafter. Any reduction in retainage shall be in the discretion of the County. Any
interest earned on retainage shall accrue solely to the benefit of County.
5.6.4 The payment retention set forth in this Section 5.6 does not apply to payment for
online services or web visualization services. Monies for said products are earned
upon activation of said products. Payment for said products is due within 30 days
of the County’s receipt of a properly submitted invoice.
5.7 APPLICABLE TAXES
5.7.1 It is the responsibility of the Contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
the entity conducting business in Arizona. Tax is not a determining factor in
contract award.
5.7.2 The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide Contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
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your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds overpayment
of a project due to tax consideration that was not due, the Contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.
5.7.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State,
and local taxes applicable to their 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 workers’
compensation. Contractor may be required to establish, to the satisfaction of
County, that any and all fees and taxes due to the City or the State of Arizona for
any license or transaction privilege taxes, use taxes, or similar excise taxes are
currently paid (except for matters under legal protest).
6.0 AVAILABILITY OF FUNDS
6.1 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.
6.2 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 10 days in advance.
7.0 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)
The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful
respondent under this solicitation, a member of SAVE may access a contract resulting from a
solicitation issued by the County. If contractor does not want to grant such access to a member of
SAVE, state so in contractor’s bid. In the absence of a statement to the contrary, the County will
assume that contractor does wish to grant access to any contract that may result from this bid. The
County assumes no responsibility for any purchases by using entities.
8.0 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs)
County currently holds ICPAs with numerous governmental entities. These agreements allow those
entities, with the approval of the Contractor, to purchase their requirements under the terms and
conditions of the County contract. It is the responsibility of the non-County government entity to
perform its own due diligence on the acceptability of the contract under its applicable procurement
rules, processes, and procedures. Certain governmental agencies may not require an ICPA and
may utilize this contract if it meets their individual requirements. Other governmental agencies may
enter into a separate Statement of Work with the Contractor to meet their own requirements. The
County is not a party to any uses of this contract by other governmental entities.
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9.0 DUTIES
9.1 The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise
directed in writing by the procurement officer.
9.2 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.
10.0 TERMS AND CONDITIONS
10.1 INDEMNIFICATION
10.1.1 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, 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.
10.1.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, 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 therefrom, 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, anyone 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.
10.1.3 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 section.
10.1.4 The scope of this indemnification does not extend to the sole negligence of County.
10.2 INFRINGEMENT DEFENSE AND INDEMNIFICATION
10.2.1 Definitions
For purposes of this section:
10.2.1.1 “Claim” means any cause of action in a third-party action, suit, or
proceeding against County alleging that Contractor software, or its
upgrades, modifications, or revisions, as of its delivery date under this
agreement, infringes a valid U.S. patent, copyright, or trademark.
10.2.1.2 “Participate and Share in the Costs” means Contractor will assist the
County in the defense of the Claim, to the extent agreed to by the
parties, except that Contractor shall be solely responsible for any and all
costs adjudged in a successful Claim against the County.
10.2.1.3 “Third-Party Products” means any products made by a party other than
Contractor, and may include, without limitation, products ordered by
County from third parties. However, components of Contractor branded
products are not Third-Party Products if they are both:
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10.2.1.3.1 embedded in Third-Party Products (i.e., not recognizable as
standalone items); and
10.2.1.3.2 not identified as separate items on Contractor’s price list,
quotes, order specifications forms, or documentation.
10.2.2 Defense and Indemnity
Contractor shall defend, and Participate and Share in the Cost, in the full defense
of the County against any Claim, and will indemnify and hold harmless the County,
as provided for in this section, for any judgments, settlements, and court awarded
attorney’s fees resulting from a Claim where the claimant is adjudged the
successful party in the Claim. Contractor’s obligations under this section are
conditioned on the following:
10.2.2.1 County promptly notifies Contractor of the Claim, in writing, upon being
made aware of the Claim;
10.2.2.2 County gives Contractor lead authority control of the defense and (if
applicable) settlement of the Claim, provided that County’s legal counsel
may participate in such defense and settlement, at County’s expense;
and
10.2.2.3 County provides all information and assistance reasonably requested by
Contractor to handle the defense or settlement of the Claim.
10.2.3 Remedial Measures
If software becomes, or Contractor reasonably believes use of software may
become, the subject of a Claim, Contractor may, at its own expense and option:
10.2.3.1 procure for County the right to continue use of the product;
10.2.3.2 replace or modify the software; or
10.2.3.3 to the extent that neither 10.2.3.1 nor 10.2.3.2 are deemed commercially
practicable, refund to County a pro-rated portion of the applicable fees
for software based on a linear depreciation monthly over a 10-year
useful life, in which case County will cease all use of software and return
it to Contractor.
10.2.4 Exceptions
Contractor will have no defense or indemnity obligation for any Claim based on:
10.2.4.1 modifications by someone other than Contractor;
10.2.4.2 software has been modified by Contractor in accordance with County-
provided specifications or instructions;
10.2.4.3 use or combination by the County of software with Third-Party Products,
open source, or freeware technology;
10.2.4.4 Third-Party Products, open source, or freeware technology;
10.2.4.5 a product that is used or located by County in a country other than the
country in which or for which it was supplied by Contractor;
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10.2.4.6 possession or use of a product after Contractor has informed County of
modifications or changes required to avoid such Claim and offered to
implement those modifications or changes, if such Claim would have
been avoided by implementation of Contractor's suggestions and to the
extent County did not provide Contractor with a reasonable opportunity
to implement Contractor's suggestions; or
10.2.4.7 the amount of revenue or profits earned, or other value obtained by the
use of products, or the amount of use of the products.
10.2.5 The foregoing states Contractor’s entire liability, and County’s sole and exclusive
remedy, except as provided by law or equity, with respect to any infringement or
misappropriation of any intellectual property rights of another party.
10.3 INSURANCE
10.3.1 Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category 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.
10.3.2 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.
10.3.3 In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.
10.3.4 Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
10.3.5 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.
10.3.6 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.
10.3.7 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 insureds.
10.3.8 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.
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10.3.9 If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.
10.3.9.1 Commercial General Liability
Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000
for each occurrence, $4,000,000 Products/Completed Operations
Aggregate, and $4,000,000 General Aggregate Limit. The policy shall
include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and
blanket contractual coverage, and shall not contain any provisions which
would serve to limit third party action over claims. There shall be no
endorsement or modifications of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property
damage.
10.3.9.2 Automobile Liability
Commercial/Business Automobile Liability insurance with a combined
single limit for bodily injury and property damage of not less than
$2,000,000 each occurrence with respect to any of the Contractor’s
owned, hired, and non-owned vehicles assigned to or used in
performance of the Contractor’s work or services or use or maintenance
of the premises under this contract.
10.3.9.3 Workers’ Compensation
10.3.9.3.1 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 $1,000,000 for each
accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.
10.3.9.3.2 Contractor, its subcontractors, and sub-subcontractors
waive all rights against this 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
subcontractors, and its sub-subcontractors pursuant to this
contract.
10.3.9.4 Errors and Omissions/Professional Liability Insurance
Technology Errors & Omission insurance: Such insurance shall cover
any and all errors, omissions, or negligent acts in the delivery of
products, services, and/or licensed programs under this contract.
 Each claim $5,000,000
In the event that the Technology Errors & Omission insurance required
by this contract is written on a claims-made basis, contractor warrants
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that any retroactive date under the policy shall precede the effective date
of this contract and, either continuous coverage will be maintained, or
an extended discovery period will be exercised for a period of two years,
beginning at the time work under this contract is completed.
10.3.9.5 Cyber, Network Security, and Privacy Liability
Cyber, Network Security and Privacy Liability Insurance with a limit of
not less than $5,000,000 per occurrence. The policy shall include, but
not be limited to; coverage for all directors, officers, agents and
employees of the Contractor, losses with respect to network risks (such
as data breaches, unauthorized access or use, and ID theft of data),
invasion of privacy (regardless of the type of media involved in the loss
of private information), crisis management, identity theft response costs,
breach notification costs, credit remediation, and credit monitoring,
defense, and claims expenses, regulatory defense costs plus fines and
penalties, cyber extortion, electronic data restoration expenses (data
asset protection), network business interruption, computer fraud
coverage, funds transfer loss, third-party fidelity, theft, no requirement
for arrest and conviction, and loss outside the premises of the named
insured.
10.3.10 Certificates of Insurance
10.3.10.1 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.
10.3.10.2 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.
10.3.10.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County 15 calendar days prior to the expiration date.
10.3.11 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 30 days
prior written notice to Maricopa County. Contractor must provide to Maricopa
County, within two 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
160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted
in the solicitation.
10.4 FORCE MAJEURE
10.4.1 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 include, but are not limited to,
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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, and interruption or
failure of electricity or telecommunication service, and pandemic.
10.4.2 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.
10.4.3 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.
10.5 ORDERING AUTHORITY
Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.
10.6 PROCUREMENT CARD ORDERING CAPABILITY
County may opt to use a procurement card (Visa or Master Card) to make payment for
orders under this contract.
10.7 INTERNET ORDERING CAPABILITY
It is the intent of Maricopa County to use the Internet to communicate and to place orders
under this contract.
10.8 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.
10.9 PURCHASE ORDERS
10.9.1 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, or for shipment of product prior to issuance of purchase order.
10.9.2 Contractor agrees 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.
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10.10 BACKGROUND CHECK
Respondents may be required to pass multiple background checks (e.g., Sheriff’s Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to,
but is not limited to, the company, subcontractors, and employees, and the failure to pass
these checks shall deem the respondent non-responsible.
10.11 SUSPENSION OF WORK
The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the Contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.
10.12 STOP WORK ORDER
10.12.1 The procurement officer may, at any time, by written order to the Contractor,
require the Contractor to stop all, or any part, of the work called for by this contract
for a period of 90 calendar days after the order is delivered to the Contractor, and
for any further period to which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order,
the Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
stop work order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:
10.12.2 cancel the stop work order; or
10.12.3 terminate the work covered by the order as provided in the Termination for Default
or the Termination for Convenience clause of this contract.
10.12.4 The procurement officer may make an equitable adjustment in the delivery
schedule and/or contract price, 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.
10.13 TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the Contractor.
10.14 TERMINATION FOR DEFAULT
10.14.1 The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:
10.14.1.1 deliver the supplies or to perform the services within the time specified
in this contract or any extension;
10.14.1.2 make progress, so as to endanger performance of this contract; or
10.14.1.3 perform any of the other provisions of this contract.
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10.14.2 The County’s right to terminate this contract under these subparagraphs may be
exercised if the Contractor does not cure such failure within 10 business days (or
more if authorized in writing by the County) after receipt of a Notice to Cure from
the procurement officer specifying the failure.
10.15 PERFORMANCE
It shall be the Contractor’s responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the
Contractor fails to perform, and any price differential will be charged against the Contractor.
10.16 CONTRACTOR EMPLOYEE MANAGEMENT
10.16.1 Contractor shall endeavor to maintain the personnel proposed in their proposal
throughout the performance of this contract.
10.16.2 If Contractor personnel’s employment status changes, Contractor shall provide
County a list of proposed replacements with equivalent or greater experience.
10.16.3 Under no circumstances shall the implementation schedule to be impacted by a
personnel change on the part of the Contractor.
10.16.4 Contractor shall not reassign any key personnel identified in their proposal without
the express consent of the County.
10.16.5 County reserves the right to immediately remove from its premises any Contractor
personnel it determines to be a risk to County operations.
10.16.6 County reserves the right to request the replacement of any Contractor personnel
at any time, for any reason.
10.17 WARRANTY OF SERVICES
10.17.1 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.
10.17.2 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.
10.18 INSPECTION OF SERVICES
10.18.1 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.
10.18.2 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.
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10.18.3 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:
10.18.3.1 require the Contractor to take necessary action to ensure that future
performance conforms to contract requirements; and
10.18.3.2 reduce the contract price to reflect the reduced value of the services
performed.
10.18.4 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:
10.18.4.1 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
10.18.4.2 terminate the contract for default.
10.19 USAGE REPORT
The Contractor shall furnish the County a usage report, upon request, delineating the
acquisition activity governed by the contract. The format of the report shall be approved by
the County and shall disclose the quantity and dollar value of each contract item by
individual unit of measure.
10.20 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract
without penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the County is at any time, while the contract or any extension of the
contract is in effect, an employee or agent of any other party to the contract in any capacity
or consultant to any other party of the contract with respect to the subject matter of the
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating the contract on behalf of the County from any other party to
the contract arising as the result of the contract.
10.21 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.
10.22 SUBCONTRACTING
10.22.1 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 or project.
10.22.2 The subcontractor’s rate for the job shall not exceed that of the prime Contractor’s
rate, as bid in the pricing section, unless the prime Contractor is willing to absorb
any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime
Contractor, who in turn shall pass-through the costs to the County, without mark-
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up. A copy of the subcontractor’s invoice must accompany the prime Contractor’s
invoice.
10.23 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.
10.24 ADDITIONS/DELETIONS OF REQUIREMENTS
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.
10.25 RIGHTS IN DATA
10.25.1 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.
10.25.2 Data, records, reports, and all other information generated for the County by a third
party as the result of a contract are the property of the County and shall be provided
in a format designated by the County or shall be and remain accessible to the
County into perpetuity.
10.26 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
10.26.1 In accordance with Section MC1-373 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 years after final payment or until after the resolution
of any audit questions, which could be more than six years, whichever is longest.
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.
10.26.2 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.
10.27 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.
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10.28 STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of
the contract shall not be deemed to be a waiver of strict compliance with respect to all other
terms of the contract.
10.29 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.
10.30 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.
10.31 RELATIONSHIPS
10.31.1 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.
10.31.2 The County reserves the right of final approval on proposed staff. Also, upon
request by the County, the Contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of
the County within two business days, unless previously approved by the County.
10.32 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 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. (Arizona Executive Order 2009-09
can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf).
10.33 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a
regulation issued pursuant to 50 U.S.C. § 4842.
10.34 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
10.34.1 The undersigned (authorized official signing on behalf of the Contractor) certifies
to the best of his or her knowledge and belief that the Contractor, its current
officers, and directors:
10.34.1.1 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;
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10.34.1.2 have not within a three-year period preceding this contract:
10.34.1.2.1 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; or
10.34.1.2.2 been convicted of violation of any Federal or State antitrust
statutes 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;
10.34.1.3 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;
10.34.1.4 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
10.34.1.5 have not within a three-year period preceding this contract had any
public transaction (Federal, State or local) terminated for cause or
default.
10.34.2 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.
10.34.3 The Contractor shall include, without modification, this clause in all lower tier
covered transactions (i.e., transactions with subcontractors or sub-subcontractors)
and in all solicitations for lower tier covered transactions related to this contract. If
this clause is applicable to a subcontractor or sub-subcontractor, the Contractor
shall include the information required by this clause with their bid.
10.35 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
10.35.1 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 www.uscis.gov.
10.35.2 The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this contract to verify compliance
with paragraph 10.35.1 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
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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.
10.36 CONTRACTOR LICENSE REQUIREMENT
10.36.1 The Contractor shall procure all permits, insurance, and licenses, and pay the
charges and fees necessary and incidental to the lawful conduct of his/her
business, and as necessary complete any requirements, by any and all
governmental or non-governmental entities as mandated to maintain compliance
with and remain in good standing. The Contractor shall keep fully informed of
existing and future trade or industry requirements, and Federal, State, and local
laws, ordinances, and regulations which in any manner affect the fulfillment of a
contract and shall comply with the same. Contractor shall immediately notify both
Office of Procurement Services and the department of any and all changes
concerning permits, insurance, or licenses.
10.36.2 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 obtain and possess
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, to ascertain licensing requirements for a particular contract. Contractor
shall identify which license(s), if any, the Registrar of Contractors requires for
performance of the contract.
10.37 INFLUENCE
10.37.1 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.
10.37.2 An attempt to influence includes, but is not limited to:
10.37.2.1 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 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.
10.37.3 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.
10.37.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM
THE EVALUATION PROCESS.
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10.38 CONFIDENTIAL INFORMATION
10.38.1 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.
10.38.2 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 15 business days of the
written request to do so.
10.38.3 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.
10.39 PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
be open to public inspection and copying after contract award and execution, except for
such offers or sections thereof determined to contain proprietary or confidential information
by the Office of Procurement Services. If an offeror believes that information in its offer or
any resulting contract should not be released in response to a public record request, under
Arizona law, the offeror shall indicate the specific information deemed confidential or
proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which
may arise from disclosure. The records manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.
10.40 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, expressed, or implied.
10.41 UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the Contractor agrees to comply with all applicable provisions
of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
10.42 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, Phoenix,
Arizona.
10.43 FORCED LABOR
10.43.1 By submitting a bid for this solicitation and/or entering into a contract as a result of
this solicitation, contractor agrees to comply with all applicable portions of Arizona
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Revised Statutes Section 35-394. Contracting; procurement; prohibition; written
certification; remedy; termination; exception; definitions.
10.43.2 Contractor certifies that it does not currently, and agrees for the duration of the
contract, that it will not use:
10.43.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China.
10.43.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs
in the People’s Republic of China.
10.43.2.3 Any contractors, subcontractors or suppliers that use the forced labor or
any good or services produced by the forced labor of ethnic Uyghurs in
the People’s Republic of China.
10.43.3 If contractor becomes aware during the term of the agreement that contractor is
not in compliance with this paragraph, the contractor shall notify the County within
five business days after becoming aware of the noncompliance. If the contractor
fails to provide a written certification to the County that the contractor has remedied
the noncompliance within 180 days after notifying the County of its noncompliance,
then the agreement terminates, except that if the agreement termination date
occurs before the end of the 180-day period, the agreement terminates on the
agreement termination date.
10.44 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.
11.47 UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT
REGISTRATION
All contractors that receive funding must have a UEI number through
https://sam.gov/content/entity-registration. Contractor must also remain current with the
System for Award Management www.sam.gov throughout the term of the contract.
11.48 RELIGIOUS ACTIVITIES
The contractor agrees that costs, planned or claimed, including costs incurred, shall not
include any expense for any religious activity.
11.49 POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property, or services contributed by the County or the
contractor under the agreement shall be used in the performance of this agreement for any
partisan political activity, or to further the election or defeat of any candidate for public
office.
11.50 EQUAL EMPLOYMENT OPPORTUNITY
11.50.1 The contractor shall not discriminate against any employee or applicant for
employment because of race, age, disability, color, religion, sex, or national origin.
The contractor shall take affirmative action to ensure applicants are employed and
that employees are treated during employment without regard to their race, age,
disability, color, religion, sex, or national origin. Such action shall include but is not
limited to the following: employment, upgrading, demotion or transfer, recruitment,
or recruitment advertising, lay-off or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship.
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11.50.2 Contractor shall comply with the following provisions:
11.50.2.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C.
§§ 2000a, et seq.);
11.50.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.);
11.50.2.3 The Age Discrimination in Employment Act of 1967, as amended
(29U.S.C. §§ 621, et seq.);
11.50.2.4 The Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et
seq.); and Arizona Executive Order 2009-09, as amended, et seq. which
mandates that all persons shall have equal access to employment
opportunities.
11.50.2.5 Contractor understands that the United States has the right to seek
judicial enforcement of this assurance.
11.51 CERTIFICATION REGARDING LOBBYING
11.51.1 Contractor certifies, to the best of their knowledge and belief, that:
11.51.1.1 No federal appropriated funds have been paid or will be paid, by or on
behalf of the contractor, to any person for influencing or attempting to
influence an officer or employee of any agency. This applies to a
Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of
any federal contract, the making of any federal grant. Including the
making of any federal, loan the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or
modification of any federal contract, grant, loan, or cooperative
agreement.
11.51.2 If any funds other than federal appropriated funds, have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, member of Congress, an officer or employee of Congress, or an
employee of a member of Congress in connection with this federal contract, grant,
loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its
instructions.
11.51.3 Contractor shall include Lobbying Certification language in the award documents
for all subcontractors (including sub-grants, and contract under grants, loans, and
cooperative agreements) and that all sub-recipients shall certify and disclose
accordingly.
11.51.3.1 The Lobbying Certification is a material representation of fact upon
which reliance was placed when this transaction is made or entered into.
Submission of this certification is prerequisite for making or entering into
this transaction imposed by section 1352, Title 31, U.S. Code. Any
successful proposer(s) who fail to file the required certification shall be
subject to a civil penalty of not less than $10,000.00 and not more than
$100,000.00 for each such failure.
11.52 CLEAN AIR ACT & CLEAN WATER ACT
Contractor must comply with all applicable standards, orders, or requirements issued under
section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act
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(33 U.S.C. 1368) Executive Order 11738, and Environmental Protection Agency
regulations (40 CFR part 15).
11.53 ENERGY POLICY AND CONSERVATION ACT
Contractor must adhere to the standards and policies relating to energy efficiency, which
are contained in the State energy conservation plan issued in compliance with the Energy
Policy and Conservation Act (Pub. L. 94-163, 89 Stat.871
10.45 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.
10.46 INCORPORATION OF DOCUMENTS
10.46.1 The following are to be attached to and made part of this Contract:
10.46.1.1 Exhibit A – Vendor Information and Pricing
10.46.1.2 Exhibit A-1 – Vendor Deliverables and Pricing
10.46.1.3 Exhibit B – Scope of Work
10.46.1.4 Exhibit C – Functional Requirements Matrix
10.46.1.5 Exhibit D – Exterro Subscription Service Guide
10.46.1.6 Exhibit E – Information Technology Supplemental Terms and Conditions
10.46.1.7 Exhibit F – Office of Procurement Services Contractor Travel and Per
Diem Policy
10.46.1.8 Exhibit G – Change Control Process
10.47 NOTICES
All notices given pursuant to the terms of this contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
301 W. Jefferson St., Suite 700
Phoenix, Arizona 85003
For Contractor:
The IQ Business Group, Inc., dba IQGB, Inc.
1751 Pinnacle Drive, Suite 600
McLean, Virginia 22102
23

SERIAL 230149-RFP
IN WITNESS WHEREOF, this contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
24

SERIAL 230149-RFP
EXHIBIT A
VENDOR INFORMATION AND PRICING
SERIAL: 230149-RFP
NIGP CODE: 92003
COMPANY NAME: The IQ Business Group, Inc.
DOING BUSINESS AS (dba): IQBG, Inc.
MAILING ADDRESS: 1751 Pinnacle Drive, Suite 600 McLean,
Virginia 22102
REMIT TO ADDRESS: N/A
TELEPHONE NUMBER: 703-395-2041
FAX NUMBER: N/A
WWW ADDRESS: iqbginc.com
REPRESENTATIVE NAME: Jamie E. Aguilar
REPRESENTATIVE TELEPHONE NUMBER: 703-395-2041
REPRESENTATIVE EMAIL ADDRESS jaguilar@iqbginc.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES
[X] [ ]
TO PURCHASE FROM THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR
[X] [ ]
PAYMENT (3% PROCESSING FEE EXTRA):
PAYMENT TERMS:
2% 10 DAYS NET 30 DAYS
1.0 Pricing (Hosted Services)
1.1 IMPLEMENTATION COSTS* $52,800.00 NOT TO EXCEED – See Exhibit A-1
for deliverables and pricing.
1.2 TRAVEL RELATED COSTS** $5,000.00 Includes two trips if needed
1.3 TOTAL IMPLEMENTATION COSTS $57,800.00
*PAYABLE BASED ON SET DELIVERABLES AS APPROVED BY COUNTY
**TRAVEL BASED ON EXHIBIT F
1.4 ANNUAL SUBSCRIPTION COSTS $164,260.80 Year 1 Total
Includes: Integration support, training and $123,420.00 - up front cost for
technical assistance licenses
$40,840.80 – See Exhibit A-1 for
deliverables and pricing
PAYABLE ANNUALLY PER PAYMENT TERMS
Includes: Annual support, training and
technical assistance

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YEAR 2 $123,420.00 payable annually up front
YEAR 3 $123,420.00 payable annually up front
YEAR 4 $123,420.00 payable annually up front
YEAR 5 $123,420.00 payable annually up front
TOTAL COST (5 YEARS INCLUDING $715,740.80
IMPLEMENTATION)
2.0 OTHER PRICING (LIST AS NEEDED):
OPTIONAL EXTERRO SOFTWARE MODULES* - requires Change Order PRICING per year
Setup and delivery of temporary hosted Test environment $34,100
Gateway Coordinator – only necessary for on-premise connectors $15,750
Data source connector $11,000
Exterro Employee Change Monitor $25,000
Additional Storage - per TB $15,500
*Additional time for data preparation and implementation may be required
OPTIONAL SERVICES* - requires Change Order PRICING
Project Extension (per week) $2,000
Implementation of additional Public Records Request / E-Discovery Data Management
$3,100
Cloud Connector
Implementation of additional Public Records Request / E-Discovery Data Management
$4,650
On-Prem Connector
Implementation of additional Data Source Discovery Connector $1,100
Implementation of Gateway Coordinator for on-prem connectors $5,250
Additional Authorized User Training (per hour) during Implementation $ 475
Each additional Test iteration for CSV Integration $1,750
*Additional time for data preparation and implementation may be required
Optional Customer-Requested Discovery and Review Services Details

SERIAL 230149-RFP
Consulting, Planning and Case Management Services:
● Ad-hoc Discovery Process Development and Optimization Services
● Case-specific planning, scoping, and budgeting
● Consulting on searches, filtering, and keyword refinement
● Planning and assistance with additional analytics and culling for early
case assessment, document review and production
● Relevancy and hot document review setup and workflow optimization
● Planning and assistance with privilege review setup and privilege log
development
● Case-specific Ingestion guidance and management
● AI-based Smart Review setup
● Production/Export configuration guidance and management
$250/hour
Pricing Assumptions:
Subscription Term: Five (5) Year Term Commencing on the Order Effective Date
Description of Licensed Products within Software Subscription:
- Includes up to 20 staff User Licenses
- Includes unlimited record requests
- Exterro Public Records Request Portal
- Exterro Legal Hold
- Exterro In-Place Preservation for Microsoft 365
- Exterro E-Discovery Data Management
- Includes on-prem Qumulo connector (when available)
Hosting Services:
- Amazon Web Services (AWS)
- Two (2) TB cloud storage included (additional storage capacity available)

SERIAL 230149-RFP
EXHIBIT A-1
VENDOR DELIVERABLES AND PRICING
This table outlines the deliverables per phase as well as the percentage for the payment retention per Section 5.6 in
the contract. The implementation costs ($52,800) and integration, training and technical support costs ($40,840.80)
have been combined in the table below.
Invoice Schedule
Invoices will be submitted according to Section 5.3 Payments. Separate invoices will be issued for
travel (if necessary) and any optional services that are required after contract award.

SERIAL 230149-RFP

SERIAL 230149-RFP
EXHIBIT B
SCOPE OF WORK
1.0 INTENT
1.1 The Contractor shall provide to the Maricopa County Sheriff’s Office (MCSO) a hosted services
subscription for a request tracking and e-Discovery software solution that streamlines and
automates the following.
1.1.1 The records requests of receiving, tracking managing workflow, production and reporting
requests from internal and external requestors providing real time status and tracking of all
request types.
1.1.2 The tracking, management and production of legal hold and preservations including
case/investigation creation, collection/review/approval of interviews/questionnaires from
involved individuals, departments, units, facilities, etc. to case/investigation completion
compiling all data related found. The search for, identification of, collection, retrieval, review,
and production of electronically stored information (ESI), such as emails and documents
stored in their native form on hard drives, personal and network drives, servers, storage area
networks (SANs), cell phones, tablets, laptops, workstations, and in the cloud storage and
other sources.
1.1.3 The solution shall meet and maintain court monitor compliance in managing and
documenting requests, document preservation and legal holds received by MCSO.
1.2 The system shall serve as a foundation to process ESI efficiently and reliably for litigation discovery
and public records requests. Incorporate new and improved analytics and technologies. The solution
should also be easily scalable and expandable. The goal is to have a solution which, by design, is
more secure and agile for implementing technological advancements, providing exceptional system
resilience, and meeting the needs of today and the future growth of MCSO while maintaining
Criminal Justice Information System (CJIS) and Health Insurance Portability Accountability Act
(HIPAA) compliance.
1.3 The system shall be a total turnkey application from: requests received, e-Discovery workflow start
and completion, redaction, fees charged, payment received, storage tracking to request closed. The
system shall have a preservation capability that will allow secure copies of records found to be stored
in a secure location that is accessible only by authorized users.
1.4 The system shall provide a secure system that is future proof and not lacking functionality while
being cost efficient. The proposed system shall be scalable and flexible to adapt efficiently to
changes in public safety technology including advancements in e-Discovery technologies and ever-
changing cloud environments.
1.5 The system shall be highly configurable to process Freedom of Information Act (FOIA) requests and
should not simply be a platform with the capability of conforming to FOIA request functionality.
The Contractor has read, understands and will comply with the intent as defined herein.
2.0 SCOPE OF WORK
Introduction
The Contractor has partnered with Exterro, Incorporated to form Team IQBG (hereafter “Team IQBG”) to best
support MCSO’s requirements. IQBG will serve as the prime contractor and will be responsible for all support
provided.

SERIAL 230149-RFP
Exterro will provide e-discovery software to help manage MCSO’s information assets. The Exterro e-Discovery
platform will provide Maricopa County an end-to-end solution with easy and intuitive customizable workflows,
designed to streamline and optimize every stage of the e-Discovery process. Exterro software is built around a
seamless workflow designed to establish repeatable processes, one-click functionality, and efficiencies to
optimize every stage of the e-Discovery process.
Exterro is uniquely qualified to offer Maricopa County connections to 60+ data sources, including O365/M365
(Exchange Online, OneDrive, SharePoint, and Teams) Box, Slack, Gmail, etc. Our end-to-end platform will help
reduce the County’s inherent risk with the need to utilize multiple vendors to achieve a complete solution.
Implementation of O365/M365 connectors (Exchange Online, OneDrive, SharePoint Online and Teams) is included
for the initial Scope of Work. Please see Optional Services regarding implementation of additional connectors. The
connector for MCSO’s Qumulo instance is also included when it becomes available. Based on conversations with
the MCSO Team the Qumulo instance is not on-premise. If on-premise, the purchase of the optional Exterro
Gateway Coordinator will be required. In the event any of the connectors listed in Exhibit A-1 are not functional by
go-live as agreed in the implementation plan the County shall have the right to terminate the contract per the terms
of the contract including a full refund of the Exterro software licenses payment of $123,420.
The system shall include the functionalities and supporting software modules as listed in Exhibit C – Functional
Requirements Matrix to provide a seamless overall experience for users.
Record Requests, Legal Holds, Preservation and E-Discovery Requirements
To meet the needs of MCSO, we are recommending a combination of several applications. These include the
following: Exterro Public Records Request, Exterro Legal Hold™, Exterro Compliance Portal™, Exterro In-Place
Preservation™, Exterro E-Discovery Data Management™ and Exterro Office 365 Explorer.
Exterro Public Records Request
Orchestrate the entire process from receipt of request, search, review and delivery.
Exterro’s solution enables personnel to orchestrate the entire process from the request, search, review and to
the delivery of requested documents.
Capabilities include:
 Facilitating request submission and communication with the requestor – The Exterro portal
ensures that consistent information is gathered at time of request and also offers an efficient means for
communicating with the requestor should additional information be required.
 Automated workflows/repeatable process – Exterro’s solution includes easily tailored workflow
templates that automate all the tasks and activities associated with the entire PRR process.
 Fully-featured review module – Reviewers can use robust review capabilities such as redaction,
annotation, term highlighting and labelling to ensure that each document is appropriate to the request.
Save time and money fulfilling repeat requests by applying labels and redactions to groups of
commonly requested documents.
 Document production – After the documents have been reviewed, Exterro offers the ability to
produce them in whatever form is appropriate (e.g., PDF, Native, TIFF, etc.). Automated workflow
facilitates communication back to the requestor once the document file is ready.
Exterro Legal Hold™
It distinguishes itself by featuring privacy controls built to support multi-departmental eDiscovery operations.
With Exterro Legal Hold, teams can realize the benefits of automated preservation processes that minimize the
risk of sanctions and empower hold administrators with comprehensive hold tracking and control.
Capabilities include:

SERIAL 230149-RFP
 Incorporating the very latest in user experience technologies, Exterro Legal Hold’s ease of use and rich
feature set delivers immediate productivity gains and provides defensible hold management
 Built-in controls that prevent legal hold failures and support solid defensibility; and
 A broad array of customizable reports that illustrate the integrity of the hold process.
Exterro Compliance Portal™
Improving accountability, defensibility and communication among data stewards, custodians and legal teams
via a single interface
Exterro’s Compliance Portal also enables all hold recipients to view and respond to legal hold requests via mobile
devices. Validated through Exterro’s single sign-on integration and backed by the Exterro security guarantee,
the Exterro Compliance Portal provides a comprehensive and fully integrated compliance policy.
Exterro In-Place Preservation™
Protects and secures ESI from accidental deletion prior to collection
Exterro In-Place Preservation protects and secures electronically stored information (ESI) from accidental
deletion prior to collection.
This tool closely integrates with Office 365 as well as other applications, including but not limited to collaboration,
data storage and archiving tools. Exterro In-Place Preservation promotes legal hold defensibility and prevents
employee deletion of data subject to legal holds or other obligations. Exterro’s In-Place Preservation’s workflow
suspends deletion policies and prevents the manual deletion of data stored on native data sources. It allows legal
and IT teams to precisely specify preservation requirements, minimize disruption to custodians, and ensure
compliance with corporate authorization and approval processes.
Your team is empowered with the following:
 Seamless integration with Exterro Legal Hold and the Exterro data source catalog, so specific custodian
data sources can easily be identified and selected for in-place preservation
 Detailed ESI filters can be easily created using date ranges, senders, recipients, and key words to precisely
specify the ESI to be preserved
 A complete audit trail documenting each preservation request is available for reporting
 Use of native data source interfaces to suspend retention policies and prevent deletion minimizes impact
on data source performance
Exterro E-Discovery Data Management™
Exterro’s ability to process ESI in place and send only what is relevant to review also translates to significantly
reduced review costs.
Rapidly understand the implications of a new matter and identify key documents.
Intelligently and accurately narrow the ESI “funnel” as early as possible and at multiple stages for a 50-70%
reduction in document review costs; and Support multinational e-discovery projects using built-in data privacy
and industry-standard security.
Exterro E-Discovery Data Management collects from the broadest set of data sources, including Microsoft
Office365™, email, SharePoint/file servers, G Suite applications, Box, network shares, enterprise content
management systems, other cloud-based applications or on-prem data sources.
Exterro Office 365 Explorer
Identify critical information from custodian data in m365 prior to collection
This unique product gives you the ability to assess data stored in Office 365 without having to scan or index it
first. With this capability you can easily detect all custodian-owned Office 365 data sources, quickly highlight
communication patterns, rapidly build multiple searches to identify your best discovery and case strategies, and
effortlessly collect desired identified data.

SERIAL 230149-RFP
Capabilities include:
 Quickly identify custodian data sources. Consolidated views of all the custodian Office 365 data
sources, including data volumes, folder structures of email, owned and shared folders of OneDrive, Group
memberships, Group mailboxes, and Group SharePoint sites facilitates identification of potentially responsive
documents.
 Highlight potentially relevant custodians. Employees with data highly correlated to that of identified
custodians are presented in ranked order, enabling you to quickly identify potential custodians.
 Detect custodian relationships based on communication patterns. Visually explore communication
patterns between custodians and others within your organization to identify additional custodians and add them
to a matter or legal hold with a few simple clicks.
CLOUD – SaaS SECURITY REQUIREMENTS
Implemented as a hosted solution in Amazon Web Services, the Exterro Platform delivers 360° visibility into all
phases of eDiscovery in a single platform while also supporting critical Privacy, Information Governance,
Compliance, Security, and IT activities. The robust, unified software suite integrates with existing technology
investments for faster, more efficient execution of critical litigation tasks to drive down eDiscovery costs.
With Exterro, you will find a partner that has been recognized by analyst firms Gartner Inc., Forrester, and IDC
as an industry leader. We are dedicated to ensuring that your organization receives the most out of its investment.
Both Exterro and our hosting partner, Amazon Web Services (AWS), are SOC 2® Type 2 certified and FedRAMP
authorized, demonstrating our commitment to a high level of security controls and compliance.
System Requirements
The proposed Exterro software comprises a SaaS solution that is FedRAMP-authorized at the Moderate level
when provided in the proposed AWS GovCloud. The only software required of MSCO will be a HTML 5.0-
compliant web browser. Some access will also be required to solutions like O365. Each data source has different
requirements, such as a service account or certificate; requirements are described in our data source
configuration guides. At the beginning of the implementation process, Team IQBG will provide configuration
details to MCSO and will work with MCSO to ensure access is aligned correctly. Should collections from on-
premises data sources be required in the future, a small virtual machine (VM) called a “Gateway Coordinator”
will be required. It will sit behind the firewall and listen for requests for collection, perform that collection, perform
a preliminary deduplication, encrypt the data, and send it to the SaaS platform for further processing and review.
Our proposed solution offers a detailed role-based access control (RBAC) system that allows customers to
determine and configure roles. In addition to administrator, project manager, project reviewer, and project viewer,
some users create an IT role that allows those assigned that role to perform collections, ingest load/other loose
files, and perform quality control (QC) on those files, but not to perform other review functions. Exterro also
offers matter-level security so users can only perform their role for matters/projects to which they have been
given access. For example, a project manager involved in a matter/project can create batches, but they cannot
see a or perform any actions in a matter for matters/projects in which they are not involved.
Exterro Architecture
Software changes will be announced in advance and designated as major or minor. All training and support will
be included as part of our proposed solution. Trusted Internet connections (TICs) will be managed by AWS in
their GovCloud. Details regarding this process are available at https://aws.amazon.com/blogs/security/aws-
fedramp- trusted-internet-connection-tic-overlay-pilot-program/. Team IQBG would be happy to facilitate any
conversations to help this process.
Exterro is SOC 2 Type II-certified, a process which occurs annually. Exterro is FedRAMP-certified at the Moderate
level, and the primary data center is AWS US-East-1, back-up data center is AWS US-East-2, and disaster
recovery data center is AWS US-West-1. Exterro is not subject to Payment Card Industry (PCI) Data Security

SERIAL 230149-RFP
Standard (DSS), Health Information Trust Alliance (HITRUST), Health Insurance Portability and Accountability
Act of 1996 (HIPAA), or Federal Information Security Management Act of 2002 (FISMA) based on their industry.
Implementation Plan
Implementing an e-discovery solution can be a significant, time-consuming and expensive effort. Team IQBG
has completed many similar projects and our experience will minimize project time and expense while providing
a robust, long-term solution that accommodates increasing use/growth. We recommend a phased approach that
establishes a long-term foundation and a solid framework. The Exterro platform is the best solution for MCSO
due to its robust functionality, ease of use, integration capabilities and affordability.
We will use our proven project management approach, which is built on the Project Management Institute (PMI)
Project Management Book of Knowledge (PMBOK) best practices and experience, to implement the MCSO
solution. Team IQBG will be responsible for the planning and delivery of project objectives; ensuring the
successful management of scope, issues, risks, changes, and day-to-day project activities and deliverables; and
ensuring effective communication amongst all team elements. This project will establish the system, provide
valuable core solution functionality and configure base reports. It will also position MCSO for continuous process
improvement (CPI) in the form of additional adoption, workflow automation, other system integrations and other
features. MCSO will find additional uses for the system beyond the initial project and more phases may be
contemplated, either by MCSO’s newly-trained staff or supplemented by our team if desired, to realize savings
related to hardware, support, backup and disaster recovery (DR) costs.
To begin the project, MCSO will purchase the Exterro software and Team IQBG will provision it and configure
access. We will organize a kickoff meeting to introduce project stakeholders, provide an overview of Exterro, and
ask MCSO to articulate the reasons for the project, the objectives, and the priority of the initiative to assure
organizational buy-in. We typically recommend the kickoff and subsequent discovery and business analyses to
be done within an intense set of work sessions onsite; however, this can be conducted leveraging collaborative
technologies if MCSO so desires. We are adept at and have long-term experience in working remotely on projects
such as these; we have already successfully completed several 100%-remote projects during the COVID
pandemic. With the Exterro solution in the cloud, connectivity for configuration is not an issue and we are
equipped to establish a Teams space in our O365 environment to meet and share information.
Implementation will be a joint exercise during which Team IQBG will work closely with MSCO to develop a project
plan that will assure timely delivery and completion of the project. The implementation plan will be delivered within
30 days of the award. Team IQBG has implemented thousands of client software installations; each client
situation varies in terms of personnel, timelines, products licensed, desired integrations and other factors, and
implementation deliverables will be designed accordingly.
Team IQBG will work with MCSO to ratify the Project Plan, conduct a formal project Kickoff and then begin
workshops to determine core configurations, identify workflow requirements and outline technical deliverables for
MCSO to complete. Once all configuration decisions are finalized, and technical deliverables are completed,
configuration and integration setup in a ‘Pre-Production mode of the hosted Exterro environment will
proceed.
Sample Project Milestones for Project Implementation
Milestone Duration Client Resources
Project kickoff 1 day MCSO team member(s), IT team member(s), other interested
parties
Configuration and 2 weeks Data specialist(s) for pertinent systems (e.g., HR, SSO,
integration, workshops Email, service account setup)
Technical configurations 4 weeks Data specialist, SSO specialist, IT resources for data
validations for integration, source service account setup and validation
SSO, and data source service
accounts

SERIAL 230149-RFP
System training for use case 1-2 days Configuration / Integration Validation Team (often the same
validation phases as the end users, but not always)
Use case validation and 4 weeks Configuration / Integration Validation Team (often the same
acceptance as the end users, but not always)
Production readiness, 2 week MCSO team member(s), IT team member(s), other interested
parties
additional configuration, and
final system validation
End-user training 1-2 days All MCSO team members
Final system acceptance and Go 1 day Software Acceptance Team
Live
Go Live 1 day MCSO team member(s), IT team member(s), other interested
parties
Go Live shadow support by 2 weeks MCSO team member(s), IT team member(s), other interested
Project Team parties
During a 16-week engagement Team IQBG will provide implementation services to Customer as set
forth below (the “Project”). Team IQBG and Customer (collectively, the “Project Team”) will commit
resources to work on the Project. If the Project extends beyond specified length of engagement, a
change order will be required in providing the Services. Team IQBG will employ reasonable, industry-
standard implementation processes and activities as detailed below.
Services Team IQBG Deliverables Customer Responsibilities
Project ● Team IQBG will provide a ● Customer will provide a resource
Management resource to provide project to provide project oversight and
oversight and reporting, guide reporting, participate in once
once weekly status meetings, weekly status meetings, manage
develop a project timeline, Customer resources, mitigate
mitigate risks, and communicate risks, participate in project
business and technical planning and communication.
requirements
● Customer is responsible for
acknowledging, reviewing, and
responding to documents relating
to this Project. These documents
may include implementation
plans, training collateral,
escalation issues, or end-of-
project collateral.
Exterro ● Team IQBG will deliver ● Customer will identify Users who
Platform Customer’s single hosted will have platform access.
Delivery Production environment with
modules and connectors
described as included and In
Scope above
Documentation ● Team IQBG will deliver Standard ● Customer will review and share
Users’ Guides/Applicable Product project documentation to all
Manuals Customer’s project resources and
Users as needed

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Business and ● Team IQBG will provide one hour ● Customer will actively participate
Technical business and technical in workshops, make business
Configurations workshops related to each process decisions, and make
Planning module, connector, integration, or business and technical
migration in scope to provide best configuration design decisions
practices and guidance on
requirements and configuration
decisions
Configuration ● Team IQBG will conduct up to ● Customer will complete
Setup and two working sessions per week to configuration and integration
Validation guide the completion of business tasks per Exterro documentation.
and technical configuration set up
● Customer will conduct validation
and validation
and provide acceptance of
Exterro configurations and/or
integrations.
● Customer will take steps to
resolve any of its configuration
and/or integration issues that are
identified
Training ● Team IQBG will provide product ● Customer will identify and
functionality training during coordinate training participants
implementation for Authorized
Users – related to the licensed
products – up to twenty (20)
hours
Go-Live ● Team IQBG will guide Customer’s ● Customer will help plan,
Support transition to live operation of the communicate, and conduct steps
Exterro platform. to transition to live operation of
the Exterro platform
● Team IQBG will lead one
Customer stakeholder meeting at ● Customer stakeholders will
the conclusion of the project and participate in a Project review
introduce Exterro Customer meeting at the conclusion of the
support resources. project
Adoption ● Team IQBG Project team will be ● Customer will proceed with
Support available to provide support planned adoption of Exterro
during the first week of platform
Customer’s live operation using
the Exterro software
Out of Scope Description
Services
Migration Migration of any previously collected or reviewed electronically stored information (ESI), legal
hold or preservation data or legacy public records requests is not in scope.
Training

SERIAL 230149-RFP
Training is provided as part of implementation, both at the time of the implementation to allow those making
configuration decisions to understand how the system will use that configuration. Just prior to Go Live, instructor-
led training will be provided to ensure that users can perform their tasks. As Team IQBG works with MSCO, we
will determine the best type of training for each group (Administrator, Configuration, End Users, etc.).
Administrative support training will provide application administrators with the skills for ongoing support/future
configurations. End user training will be provided to teach easy-to-understand solution capabilities / operations.
SMEs participate in early training to support configuration validation described above, and general users will be
trained prior to go-live in the system features and functionality pertinent to their roles. After Go-live, additional
training is available in the classroom or online. Additional online training, reference materials, and on demand
training modules will also be available to users on Exterro’s Learning Management System.
Validation Requirements
After all configuration and integration setup is complete, configuration validation will commence. Team IQBG will
create and execute a validation plan as per the project schedule. During the Pre-Production phase, we will create
and support MCSO User’s validation of configurations and integrations and communicate validation results per the
project schedule. We will create configuration validation scripts for user access, business rules/expressions;
perform integration validation between the solution and with other systems as required. Prior to transition to
production mode and Go Live Key stakeholders will complete final validation, which will facilitate user training and
prepare for production Go Live.
Transition to Go Live
Team IQBG will guide MCSO through the Production Cutover, transitioning the Exterro platform from ‘Pre-
Production’ mode to ‘Production’ mode, maintaining all approved configurations, activating SSO, and completing
the initial integration data loads just prior to Go-Live.
Production Support and Product Management
Requirement Team IQBG Solution
Provide a tool for reporting, tracking issues The Exterro Subscription Service Guide which is attached
and resolution that provides status and is to this proposal submission includes the online portal
accessible by County team as needed. information where MCSO users may request support.
Upon successful delivery of the Team IQBG will provide MCSO with quarterly updates of
application, the contractor shall provide an any
implementation strategy and proposed future product enhancements.
timeline for future product enhancements.
Post Go Live Support
Requirement Team IQBG Solution
Contractor shall be expected to provide post Team IQBG will provide support to MCSO post go live.
go live support to County end users.
Contractor shall provide a Service Level Refer to the Exterro Subscription Service Guide.
Agreement (SLA), outlines response times
to address concerns, trouble tickets,
emergency tickets and restoring outages
that prevent use of system by internal and
external users.
Contractor shall establish a quarterly review Team IQBG will establish a quarterly review period to
period for County team, provide updates on review trend comparisons against the Service Level
Service Level Agreement, and address Agreement. Any issues will be tracked an addressed
concerns as needed. during these sessions.

SERIAL 230149-RFP
Vendor is required to disclose anytime Team IQBG will provide proper notification to the vendors
there are planned or unplanned outages and will have standard notification emails for any
regardless of impact to the system. outages (planned or unplanned).
Contractor shall provide a web-based helpdesk Team IQBG will provide access to the External Support
application to be utilized as the main method of Portal to report and track issues. Refer to the Exterro
communications for the County to submit Subscription Service Guide for additional details.
service/trouble tickets and for the vendor to
provide support status. Functionality must
include and not be limited to:
- format/methodology for entering service
requests into the application;
- ability to track all service requests; and
reports on response levels;
- tickets work status/resolution and other
customer service level statistics that will be
essential for the County to measure the
adequacy of the level of services provided
The online helpdesk service must be available New cases can be logged online at any time from the
24 hours a day, 7 days a week. Additional toll- Exterro Support Portal, at http://support.exterro.com.
free telephone support service must be Our technical support team is on call 24/7/365 to
available Monday thru Friday, 5 days a week, support any high priority issues (P1) that might arise
8:00 a.m. to 5:00 p.m. MST after hours. All tickets logged can be tracked and
managed from the Support Portal.

Roles and Responsibilities
This is a list of Project roles, NOT individuals, required to complete the Project. A single individual may take
responsibility for any number of roles, or a single role may require more than one individual. Customer
acknowledges its participation is critical for Project success.
Role Exterro Customer
Sponsor ● Champion the project’s success from ● Champion the project’s success from
implementation through adoption. implementation through adoption.
● Responsible for allocating Exterro ● Responsible for ensuring availability of
resources. Customer resources.
● Serve as resource and escalation point ● Responsible for promoting process
for Exterro’s Project Team change where necessary.
● Serve as resource and escalation point
for Customer’s Project Manager (“PM”)
Project ● Primary point of contact for ● Primary point of contact for
Manager implementation implementation
● Coordinate all Exterro resources involved ● Secure participation (as required) of key
in the Project. business process owners/SMEs
● Responsible for oversight of Exterro ● Responsible for the oversight of
resources, schedules, risk management Customer resources, schedules, risk
and completion of deliverables management and fulfillment of
responsibilities
Trainer ● Plan and provide Admin and End-User ● Schedule end-user training, provide input
Training related to Exterro platform into training plan
Functional ● Responsible for providing leadership and ● Responsible for providing configuration
Consultant(s) / guidance on the configuration, validation and business process decisions,
Business and overall usage of the Exterro platform validation and acceptance on the Exterro
Process platform
Owner(s)
Technical ● Responsible for providing leadership and ● Responsible for providing technical
Lead/Subject guidance on the technical implementation configuration decisions, setup of
Matter Experts and validation of the Exterro platform Customer’s technical components as
required.
●
Extended ● Support project as needed at the direction ● Support project as needed at the
Team of the Project Manager and Technical direction of the Customer’s Project
Lead Manager and Technical Lead
Project Assumptions
The Parties’ obligations and responsibilities provided in this SOW are based on the following key assumptions.
Deviations that arise during the Project will be managed through the procedure described in Project Change Control
Procedure.

SERIAL 230149-RFP
Project Resources ● Customer will provide relevant contacts and subject matter experts in a timely
fashion to be made available for any necessary work to deliver this SOW according
to an as yet agreed Project schedule.
● Exterro requires individual Administrative User accounts with appropriate
Administrative User login access to the Exterro system during implementation.
● Customer will provide a centralized, cross-functional project team that will serve as
the voice of the global E-Discovery or Privacy processes related to the scope of this
SOW. This cross-functional team will represent the interests of all Authorized Users,
countries, divisions, campuses, or brands across all Exterro environments.
● Team IQBG is not offering, dispensing, or agreeing to provide legal advice of any
kind to anyone.
Working Hours and ● Professional Services specified under this SOW will be performed remotely from
Travel Team IQBG’s offices during that particular office’s normal business hours.
Conference calls may be scheduled at mutually agreed upon times outside of
normal business hours.
● Team IQBG may provide onsite Professional Services under this SOW during normal
business hours, Monday through Friday in the time zone of the implementation site,
except Federal holidays.
Project Schedule ● Project will begin on a date mutually agreed between Team IQBG and Customer.
● The Project will extend for the engagement period specified in the SOW. If Project
completion is delayed beyond the specified engagement period, a change order is
required to extend the engagement period and additional Professional Services may
apply at a weekly rate.
● Project estimates are based on timely availability of Customer resources during the
project engagement.
● Should Customer choose not to go live with any aspect of the licensed software,
and then at a future date need re-implementation, this will require another SOW
and may result in additional costs.
Project Scope ● All configuration services herein, along with standard Authorized User roles, default
system templates, and required technical configurations are included in scope for
the out-of-the-box system setup.
● Supported Customer validation is limited to configurations, integrations and
migrations, if applicable, listed in Scope of Services. Dedicated stress, penetration,
and any other QA related testing is not included.
● Training hours listed in the Team IQBG Deliverables are available during the
Implementation project engagement period. Additional post-‘Go Live’ Training is
available and can be separately purchased.
Connectors ● Setup for only a single environment/Geo for each data source type is included in
scope unless additional environments/Geos are specified in Scope of Services.

SERIAL 230149-RFP
Warranty, Maintenance and Support
IQBG will manage software and services in a structured, organized and cost-effective manner. The table
below describes the performance and method of surveillance that will be used on this contract. The COR
or Task Lead will use these standards to determine the quality results of the Contractor’s performance to
the Acceptable Quality Level (AQL). See Exhibit D-Exterro Subscription Service Guide for more detailed
information on system availability, software delivery, and issue responsiveness.
Specification Item Performance Method of Frequency Monitoring
Objective Surveillance Performed
by/Date(s)
System Availability on a 98.99% Availability Performance Quarterly Task Lead
365/24/7 Basis (excluding Metrics Report
(as described in the scheduled
Exterro Subscription maintenance)
Service Guide)
Software Delivery Software defect Test Case Weekly during Task Lead, Test
resolution within Execution Validation Phase Team
SLA (as described Report
in the Exterro
Subscription
Service Guide) and
ability to meet
implementation
plan
Issue Response & Production Project Status Weekly Task Lead, Weekly
Resolution: successful Instance & Report Project Meeting
mitigation of software, Non-Production
hardware, or Instance (as
infrastructure issues described in the
related to operational Exterro
readiness of the software Subscription
and ability to perform Service Guide)
functions.
Contractor Final Final revised Specified Per Project Plan Task Lead
Deliverables deliverables are Deliverables
due within 10
working days from
approved schedule
Training Material Updates Update within 15 Received & Per software Task Lead
Following Program or calendar days of Accepted release
Software Changes (if end software Training
user functionality is upgrades/changes. Materials
affected by changes)
Project Management Email or phone call Email response As Needed Task Lead
Responsiveness requests are or documented
acknowledged and return phone call
responded to within
24 hours.
No monetary incentives or disincentives apply to this contract. However, the Contractor is aware that
its performance on this contract, at a minimum, is expected since performance at a lower level would
result in a negative impact to the Contractor’s past performance rating(s) under this contract.

SERIAL 230149-RFP
Conversely, Contractor performance above the minimum will have a positive impact to the
Contractor’s past performance ratings under this contract.
The following ratings will be used by the COR or Task Lead to rate performance quality as to whether it
“exceeds”, “meets”, or “does not meet” a performance requirement. The following ratings will be used:
Performance significantly exceeds
EXCEPTIONAL:
expectations
ACCEPTABLE
SATISFACTORY: Performance meets expectations
UNACCEPTABLE UNSATISFACTORY: Performance does not meet expectations.
Whenever unacceptable (or deficient) performance occurs, the COR or Task Lead shall inform the
Contractor. This will normally be in writing. If circumstances necessitate verbal communication, such
communication will be confirmed in writing. In any case the COR shall document the discussion,
resolution, and results and place it in the COR file.
If unacceptable performance is not timely corrected by the Contractor, the COR or Task Lead should
prepare a formal written communication regarding the matter to the Contracting Officer. The Contractor
will provide a official response in writing that will include how the performance issues will be resolved.

SERIAL 230149-RFP
EXHIBIT C
FUNCTIONAL REQUIREMENTS MATRIX

SERIAL 230149-RFP
EXHIBIT D
EXTERRO SUBSCRIPTION SERVICE GUIDE

SERIAL 230149-RFP
EXHIBIT E
INFORMATION TECHNOLOGY SUPPLEMENTAL TERMS AND CONDITIONS
1. DEFINITIONS
1.1 “Authorized Persons” means the service provider’s employees, contractors, subcontractors
or other agents who need to access the County’s personal data to enable the service
provider to perform the services required.
1.2 “Data Breach” means the unauthorized access by a non-authorized person/s that results
in the use, disclosure or theft of a County’s unencrypted personal data.
1.3 “Individually Identifiable Health Information” means information that is a subset of health
information, including demographic information collected from an individual, and (1) is
created or received by a health care provider, health plan, employer or health care
clearinghouse; and (2) relates to the past, present or future physical or mental health or
condition of an individual; the provision of health care to an individual; or the past, present
or future payment for the provision of health care to an individual; and (a) that identifies the
individual; or (b) with respect to which there is a reasonable basis to believe the information
can be used to identify the individual.12
1.4 “Non-Public Data” means data, other than personal data, that is not subject to distribution
to the public as public information. It is deemed to be sensitive and confidential by the
County because it contains information that is exempt by statute, ordinance or
administrative rule from access by the general public as public information.
1.5 “Personal Data” means data that includes information relating to a person that identifies
the person by name and has any of the following personally identifiable information (PII):
government-issued identification numbers (e.g., Social Security, driver’s license, passport);
financial account information, including account number, credit or debit card numbers; or
protected health information (PHI) relating to a person.
1.6 “Protected Health Information” (PHI) means individually identifiable health information
transmitted by electronic media, maintained in electronic media, or transmitted or
maintained in any other form or medium. PHI excludes education records covered by the
Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g,
records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a
covered entity in its role as employer.13
1.7 “Public Jurisdiction” means any government or government agency that uses these terms
and conditions. The term is a placeholder for the government or government agency.
1.8 “County Data” means all data created or in any way originating with the County, and all
data that is the output of computer processing of or other electronic manipulation of any
data that was created by or in any way originated with the County, whether such data or
output is stored on the County’s hardware, the service provider’s hardware or exists in any
system owned, maintained or otherwise controlled by the County or by the service provider.
1.9 “County Identified I.T. Security Contact” means the person or persons designated in writing
by the County to receive security incident or breach notification.
1.10 “Security Incident” means the potentially unauthorized access by non-authorized persons
to personal data or non-public data the service provider believes could reasonably result
in the use, disclosure or theft of a County’s unencrypted personal data or non-public data
within the possession or control of the service provider. A security incident may or may not
turn into a data breach.
1.11 “Service Level Agreement” (SLA) means that part of the written agreement between both
the County and the service provider that is subject to the terms and conditions in this

SERIAL 230149-RFP
document and that unless otherwise agreed to includes (1) the technical service level
performance promises, (i.e. metrics for performance and intervals for measure), (2) the
amount of time required for notice by the provider to the County for notification of upcoming
changes, (3) security notice requirements, (4) timeframes for response to operational
problems and failures, and (5) any remedies for performance failures.
1.12 “Service Provider” means the contractor and its employees, subcontractors, agents and
affiliates who are providing the services agreed to under the contract.
1.13 “Software-as-a-Service” (SaaS) means the capability provided to the consumer to use the
provider’s applications running on a cloud infrastructure. The applications are accessible
from various client devices through a thin-client interface such as a Web browser (e.g.,
Web-based email) or a program interface. The consumer does not manage or control the
underlying cloud infrastructure including network, servers, operating systems, storage or
even individual application capabilities, with the possible exception of limited user specific
application configuration settings.
1.14 “Statement of Work/Scope of Work” means a written statement in a solicitation document
or contract that describes the County’s service needs and expectations.
2. SUPPORT OVERVIEW
2.1 Support hours (accommodate our time zone) - vendor will maintain customer service hours
that coincide with our 8AM- 5PM M-Fri (MST) office schedule. They will also provide
afterhours support at a level commensurate with the nature of the service provided.
2.2 Updates/upgrades - vendor will follow a timely and consistent schedule in applying updates
to their solution and the underlying infrastructure needed to support it. Zero
day/emergency updates will be done expeditiously by vendor, with proper communication
to customers affected
2.3 Entity will comply with all applicable provisions of the Americans with Disabilities Act, the
Rehabilitation Act of 1973, and all applicable federal regulations, as amended from time to
time (ADA Laws). All electronic and information technology and products and services to
be used must be compliant with the ADA Laws.
2.3.1 Compliance means that a disabled person can acquire the same information,
engage in the same interactions, and enjoy the same services as a nondisabled
person, in an equally effective and integrated manner, with substantially equivalent
ease of use.
3. DATA OVERVIEW:
3.1 Data liberation - vendor is required to provide the means to pull all user data from vendor
solution any time as desired, in a machine-readable format.
3.2 System shall be capable of encrypting data both at rest and in transit as
needed/determined by the customer.
3.3 Data Ownership: The County will own all right, title and interest in its data that is related to
the services provided by this contract. The service provider shall not access County user
accounts or County data, except (1) in the course of data center operations, (2) in response
to service or technical issues, (3) as required by the express terms of this contract or (4) at
the County’s written request.
3.4 Data Protection: Protection of personal privacy and data shall be an integral part of the
business activities of the service provider to ensure there is no inappropriate or
unauthorized use of County information at any time. To this end, the service provider shall

SERIAL 230149-RFP
safeguard the confidentiality, integrity and availability of County information and comply
with the following conditions:
3.4.1 The service provider shall implement and maintain appropriate administrative,
technical and organizational security measures to safeguard against unauthorized
access, disclosure or theft of personal data and non-public data. Such security
measures shall be in accordance with recognized industry practice and not less
stringent than the measures the service provider applies to its own personal data
and non-public data of similar kind.
3.4.2 All data obtained by the service provider in the performance of this contract shall
become and remain the property of the County. Vendor usage of customer data
for non-County purposes requires written approval from the County.
3.4.3 All personal data shall be encrypted at rest and in transit with controlled access.
The County shall identify data it deems as non-public data to the service provider.
The level of protection and encryption for all non-public data shall be identified and
made a part of this contract. Any stipulation of responsibilities will identify specific
roles and responsibilities and shall be included in the statement of work (SOW), or
otherwise made a part of this contract.
3.5 At no time shall any data or processes — that either belong to or are intended for the use
of a County or its officers, agents or employees — be copied, disclosed or retained by the
service provider or any party related to the service provider for subsequent use in any
transaction that does not include the County.
3.6 Hosted applications must have the ability to support encrypted protocols for sensitive data
in flight and in rest. Encryption ciphers must use at least a 128-bit key length. Hashing
algorithms used must be of the Secure Hash Algorithm (SHA) or Advanced Encryption
Standard (AES) family. The minimum acceptable algorithm shall be SHA-2 or AES128.
3.7 Data Location: The service provider shall provide its services to the County and its end
users solely from data centers in the U.S. Storage of County data at rest shall be located
solely in data centers in the U.S. The service provider shall not allow its personnel or
contractors to store County data on portable devices, including personal computers, except
for devices that are used and kept only at its U.S. data centers. The service provider shall
permit its personnel and contractors to access County data remotely only as required to
provide technical support. The service provider may provide technical user support on a
24/7 basis using a Follow the Sun model, unless otherwise prohibited in the SLA.
3.8 The vendor shall destroy all offline copies of County data at the time they cease to be
useful. Destruction procedures must be made available to the County upon request.
3.9 At the conclusion of the contract, all County data and working papers must be returned to
the County and all vendor copies destroyed. The vendor must confirm in writing to the
County that all data was destroyed in accordance with this agreement and state the
methodology used.
4. BACKUP AND DISASTER RECOVERY OVERVIEW
4.1 County has the right to, with 72 hours’ notice, request a test of customer-centric backup
and Disaster Recovery functionality, as defined in the contract.
4.2 Backups to removable media must be encrypted using the Advanced Encryption Standard
(AES) with a minimum of a 128-bit key. Industry recognized key handling procedures must
be utilized. At no time shall the key be stored on the backup media in clear text, including
but not limited to table labels. The vendor must make key handling procedures and logs
available upon request.

SERIAL 230149-RFP
4.3 Unless otherwise stated, hosting providers will complete incremental backups daily and be
able to successfully generate full backups within 24 hours unless otherwise agreed upon.
5. INTEGRATION AND INTERFACES OVERVIEW
All customer integrations and interfaces are fully documented and updated when changes are
made by vendor at no cost to the County.
6. TESTING OVERVIEW:
6.1. A documented strategy for testing and QA of development and configuration shall be
provided to the Maricopa County project team for approval prior to commencement of
system build upon request.
6.2. Issues identified in vendor testing shall be cataloged, updated upon closure with final
disposition, and provided to the project team prior to UAT testing.
6.3. Vendor will allow Maricopa County a reasonable timeframe to execute the test plan and
retest items with issues.
6.4. Vendor will work directly with Maricopa County, and external vendors to integration test all
interfaces and transmissions of data. To eliminate constraints and delays in external
vendor testing and validation, a separate mirror environment for testing is advised.
6.5. Vendor will enable automation and file transmission during UAT and parallel testing.
6.6. Vendor will allow Maricopa County to execute performance and load testing as prior to the
start of UAT.
6.7. The Vendor shall provide County with a UAT test catalog to aid in development of test
scripts.
6.8. Testing variances will be documented, categorized, and assigned priority through a
mutually agreed upon format.
6.9. Unit testing of the application shall be performed and documented by the vendor.
6.10. Vendor will provide documented results of testing including negative and positive testing
results.
7. CONNECTIVITY OVERVIEW:
7.1. Vendor will proactively communicate any proposed networking change made against
connections between vendor and County a minimum of 5 business days prior to the
change.
7.2. Client applications installed on user workstations that must contact the off-site hosting
environment must be able to do so through a secured HTTP proxy. Workstations must not
be required to directly connect over the Internet for any reason.
7.3. Any connection between the County and vendor needs to be secured using industry
accepted standards.

SERIAL 230149-RFP
8. SYSTEM SECURITY OVERVIEW:
8.1. Security Incident or Breach Notification and Responsibilities: The service provider shall
inform the County of any security incident or data breach.
8.2. Breach notification requirements shall be determined by all applicable laws and contracts
including, but not limited to, Arizona Revised Statutes 44-7501 and 18-552, California SB
1386, the Health Insurance Portability and Accountability Act (HIPAA), Criminal Justice
Information Services (CJIS) and Payment Card Industry (PCI).
8.3. Incident Response: The service provider may need to communicate with outside parties
regarding a security incident, which may include contacting law enforcement, fielding
media inquiries and seeking external expertise as mutually agreed upon, defined by law or
contained in the contract. Discussing security incidents with the County should be handled
on an urgent as-needed basis, as part of service provider communication and mitigation
processes as mutually agreed upon, defined by law or contained in the contract.
8.4. Unless otherwise stipulated, if a data breach is a direct result of the service provider’s
breach of its contract obligation to encrypt personal data or otherwise prevent its release,
the service provider shall bear the costs associated with the following:
8.4.1. the investigation and resolution of the data breach;
8.4.2. notifications to individuals, regulators or others required by state law;
8.4.3. a credit monitoring service required by state (or federal) law;
8.4.4. a website or a toll-free number and call center for affected individuals required by
state law — all not to exceed the average per record per person cost calculated
for data breaches in the United States in the most recent Cost of Data Breach
Study: Global Analysis published by the Ponemon Institute at the time of the data
breach; and
8.4.5. complete all corrective actions as reasonably determined by service provider
based on root cause; all [(1) through (5)] subject to this contract’s limitation of
liability.
8.5. Breach Reporting Requirements: If the service provider has actual knowledge of a
confirmed data breach that affects the security of any County content that is subject to
applicable data breach notification law, the service provider shall
8.5.1. promptly notify the appropriate County identified contact within 24 hours or sooner,
unless shorter time is required by applicable law, and
8.5.2. take commercially reasonable measures to address the data breach in a timely
manner.
8.6. The vendor shall make the information security incident response policy and procedure
available to the County at any time upon request.
8.7. Access to Security Logs and Reports: The service provider shall provide reports to the
County in a format as specified in the SLA agreed to by both the service provider and the
County. Reports shall include latency statistics, user access, user access IP address, user
access history and security logs for all County files related to this contract. County may, at
their discretion, use separate SIEM tool to analyze and manage provided log and report
data.

SERIAL 230149-RFP
9. AUDITING AND COMPLIANCE OVERVIEW
9.1. The system must log all material user actions, including but not limited to, logon and log
off.
9.2. The system must log all material administrator actions, including but not limited to, user
creation, user deleting, password resets, and privilege level changes.
9.3. The system must log failed login attempts.
9.4. Logs must be made available to the County at any time, preferably though API, web service
or some other automated fashion
9.5. The vendor must comply with all applicable laws, regulations, and contracts including (but
not limited to) Criminal Justice Information Services (CJIS), Health Insurance Portability
and Accountability Act, and Payment Card Industry (PCI).
9.6. Vendors that host applications containing HIPAA protected data must enter into a Business
Associate agreement (as defined by HIPPA) with the County. The Business Associate
agreement must be maintained for the life of the contract.
9.7. Audit of 3rd Party systems - in order to determine that SLAs or other agreements between
Maricopa County and the 3rd party entity are being adhered to, we reserve the right to
audit systems being used to provide the service and supporting services (such as internal
work order/ITSM systems, log files, etc.) used to support the services being provide to the
county.
9.8. The vendor must make SOC2 compliance reports, or other comparable security report,
audit findings, and third-party attestations available at the time of award, and at any time
to the County upon request. Updated compliance reports shall be provided to the County
Identified I.T. Security Contact annually.
9.9. For SOC 2 reports, this must be of the solution and not of the hosting service the vendor
may be using (i.e., do not share Amazon’s or Microsoft’s SOC2 report instead of one
specific to the solution in question).
9.10. The vendor must immediately notify the County, in writing, upon a confirmed violation of
the compliance requirement. The notification must include any information provided by the
regulatory body.

SERIAL 230149-RFP
EXHIBIT F
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 any 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 needs of the County when there is no lower fare available.
3.2 The lowest direct flight airfare rate from the contractor’s 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 any 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 a 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 (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 any circumstances) reimburse the contractor for guest vehicle
rental(s) or other any transportation costs.

SERIAL 230149-RFP
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 are not limited to, the
following: in-room movies, valet service, valet parking, laundry service, costs associated with
storing luggage at a hotel, 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 percent of project price unless otherwise
specified and approved by the County 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 County
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.

SERIAL 230149-RFP
EXHIBIT G
CHANGE CONTROL PROCESS