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SERIAL 16137-ROQ FEDERAL LEGISLATIVE ADVOCACY SERVICES DATE OF LAST REVISION: September 07, 2016 CONTRACT END DATE: September 30, 2019 CONTRACT PERIOD THROUGH SEPTEMBER 30, 2019 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for FEDERAL LEGISLATIVE ADVOCACY SERVICES Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on September 07, 2016. All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. NP/at Attach Copy to: Office of Procurement Services Michelle Hindman, Government Relations (Please remove Serial 10001-ROQ from your contract notebooks) CONTRACT PURSUANT TO ROQ SERIAL 16137-ROQ This Contract is entered into this 7th day of September, 2016 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Nelson Mullins Riley & Scarborough, a Washington DC limited liability partnership (“Contractor”) for the purchase of Federal Legislative Advocacy Services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of three (3) years, beginning on the 7th day of September, 2016 and ending the 30th day of September, 2019. 1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of three (3) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 2.0 FEE ADJUSTMENTS: 2.1 Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. If County agrees to the adjusted fee, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.” 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 3.3 INVOICES: 3.3.1 The Contractor shall submit in a manner acceptable to the County one (1) legible copy of their detailed invoice before payment(s) can be made. At a minimum, the invoice must provide the following information: Company name, address and contact County bill-to name and contact information Contract Serial Number County purchase order number Invoice number and date Payment terms Date of service Quantity (number of months) SERIAL 16137-ROQ Contract Item number(s) Description of Service Pricing per unit of purchase Extended price Travel expenses (if applicable) Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the County as listed on the Purchase Order. 3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.4 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 APPLICABLE TAXES: 3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.4.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. 3.5 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. 4.2 If any action is taken by any state agency, Federal department or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment SERIAL 16137-ROQ only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the Procurement Officer. 5.2 During the Contract term, County may provide Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its contractual obligations. 6.0 TERMS and CONDITIONS: 6.1 INDEMNIFICATION: 6.1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless County, its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses and expenses, including, but not limited to, attorney fees, court costs, expert witness fees, and the cost of appellate proceedings?, relating to, arising out of, or alleged to have resulted from the negligent acts, errors, omissions, mistakes or malfeasance relating to the Contractor’s performance of this Contract. Contractor’s duty to defend, indemnify and hold harmless County, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss or expense that is caused by any negligent acts, errors, omissions or mistakes in the performance of this Contract by the Contractor, as well as any person or entity for whose acts, errors, omissions, mistakes or malfeasance Contractor may be legally liable. 6.1.2 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. 6.1.3 The scope of this indemnification does not extend to any claim, damage, loss, or expense resulting from the sole negligence of County. 6.2 INSURANCE: 6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 6.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. SERIAL 16137-ROQ 6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6.2.6 County reserves the right to request and to receive, within 10 working days, certified copies of any or all of the herein required insurance certificates. County shall not be obligated to review policies and/or endorsements or to advise Contractor of any deficiencies in such policies and endorsements, and such receipt shall not relieve Contractor from, or be deemed a waiver of County’s right to insist on strict fulfillment of Contractor’s obligations under this Contract. 6.2.7 The insurance policies required by this Contract, except Workers’ Compensation shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insured’s. 6.2.8 The policies required hereunder, except Workers’ Compensation, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service. 6.2.9 The Contractor's policies shall stipulate that the insurance afforded the Contractor shall be primary insurance and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). 6.2.10 Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract. 6.2.11 Commercial General Liability: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provision which would serve to limit third party action over claims. There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 6.2.12 Automobile Liability: Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $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 under this Contract. 6.2.13 Workers’ Compensation: 6.2.13.1 Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. SERIAL 16137-ROQ 6.2.13.2 Contractor waives all rights against County and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor pursuant to this Contract. 6.3 WARRANTY OF SERVICES: 6.3.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.3.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder. 6.4 INSPECTION OF SERVICES: 6.4.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the Contract requires. 6.4.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.4.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 6.4.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.4.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.4.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.4.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.4.4.2 Terminate the Contract for default. 6.5 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.6 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 6.6.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; SERIAL 16137-ROQ 6.6.2 Make progress, so as to endanger performance of this contract; or 6.6.3 Perform any of the other provisions of this contract. 6.6.4 The County’s right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.7 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. 6.8 CONTRACTOR LICENSE REQUIREMENT: 6.8.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 6.8.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.9 SUBCONTRACTING: 6.9.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Bid Serial Number and identify the job project. 6.9.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice. 6.10 AMENDMENTS: SERIAL 16137-ROQ All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.11 ADDITIONS/DELETIONS OF SERVICE: 6.11.1 The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.11.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.12 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. 6.13 SEVERABILITY: 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 this Contract. 6.14 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.15 NON-DISCRIMINATION: CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona‟s website http://www.azgovernor.gov/dms/upload/EO_2009_09.pdf which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any or any other individual in any way because of that person‟s age, race, creed, color, religion, sex, disability or national origin. 6.16 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 6.16.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor 6.16.1.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; 6.16.1.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of SERIAL 16137-ROQ embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 6.16.1.3 are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 6.16.1.4 have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. 6.16.2 The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.17 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.17.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.17.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.17 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.18 INFLUENCE As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 6.18.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, 6.18.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. SERIAL 16137-ROQ 6.19 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.19.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.19.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.19.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or deduction from current billings Submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.20 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor. 6.21 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. 6.22 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. 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. 6.23 PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services. 6.24 INTEGRATION: SERIAL 16137-ROQ This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. 6.25 INDEPENDENT CONTRACTOR: 6.25.1 Contractor’s relationship to the County shall be as an independent contractor and not as an employee. 6.25.2 This Contract does not constitute, create, give rise to or otherwise recognize a joint venture, partnership, or employment relationship. The rights and obligations of the Parties shall be only those expressly set forth in the Contract. 6.25.3 No persons supplied by Contractor in the performance of obligations under the Contract are considered to be County employees, and no rights of County civil service, retirement or personnel rules accrue to such persons. Contractor shall have complete responsibility for all salaries, wages, bonuses, retirement withholdings, workmen's compensation, other employee benefits and all taxes and premiums relating to such persons, and shall save and hold the County harmless with respect to those responsibilities in the event of a claim for one or more of them is brought against Maricopa County. 6.26 FURTHER ASSURANCES AND CORRECTIVE INSTRUMENTS: The Parties will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any corrective instruments as may be reasonably necessary to carry out the intent of the Contract. 6.27 GOVERNING LAW: This Contract shall be governed by the laws of the state of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States District Court for the District of Arizona, sitting in Phoenix, Arizona 6.28 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail. 6.29 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.29.1 Exhibit A, Pricing; 6.29.2 Exhibit B, Scope of Work; 6.29.3 Exhibit C, Office of Procurement Services Contractor Travel and Per Diem Policy. NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003-2494 SERIAL 16137-ROQ For Contractor: Christopher T. Cushing Managing Director, Public Strategies Group Tel: 202.545.2974 Fax: 202.545.2955 chris.cushing@nelsonmullins.com SERIAL 16137-ROQ MARICOPA COUNTY CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE SERIAL 16137-ROQ Exhibit A - Pricing SERIAL 16137 NIGP CODE: RESPONDENT'S NAME: Nelson Mullins Riley & Scarborough LLP COUNTY VENDOR NUMBER : VC0000005654 ADDRESS: 101 Constitution Avenue, NW, Suite 900 Washington D.C., 20001 P.O. ADDRESS: TELEPHONE NUMBER: 202.689.2800 FACSIMILE NUMBER: 202.689.2860 WEB SITE: www.nelsonmullins.com CONTACT (REPRESENTATIVE): Christopher T. Cushing REPRESENTATIVE'S E-MAIL ADDRESS: chris.cushing@nelsonmullins.com [ X ] NET 45 DAYS 1.0 PRICING: Annual Retainer $78,000 a year ($6500 a month), inclusive of all out-of-pocket expenses except pre-approved travel to the County, net 45 days. Retainer will be paid monthly at the rate of 1/12 of the annual amount SERIAL 16137-ROQ Exhibit B - Scope of Work Maricopa County seeks an individual(s) and/or firm(s) who will act as the Washington, D.C. federal legislative representative of Maricopa County and who will provide, at a minimum, the following comprehensive services: 1.1 Perform as the Washington, D.C. advocate for Maricopa County and act as a liaison between the County and the members of the United States Congress, the executive branch, federal executive offices and agencies, and other officials as directed by the County. The advocate will report to the five-member Maricopa County Board of Supervisors, the County Manager, and the Director of Government Relations. 1.2 Provide research and information to the County on Federal administrative policy; funding and grant opportunities for County programs; reports and memoranda impacting County operations; information on Congressional hearings, reports, and testimony on issues affecting County programs; briefing on emerging issues that affect the County. 1.3 Report on and advise the County on Federal legislation, proposed and adopted, and Administration or administrative actions which affect County programs. Reporting will include regular updates on major activities and accomplishments that are related to the Board of Supervisors’ adopted priority issues, and at least one to two personal visits per year to the County which will include meetings with County administrative and elected officials and briefing the Board of Supervisors, the County Manager, and Government Relations staff. One of these visits will involve an annual discussion with the Board, County Manager, and Government Relations staff on the effectiveness of the County’s advocacy efforts at the Federal level, the annual budget for those efforts and the contract’s scope of services. Any consultant and/or staff recommendations with regard to the advocacy efforts and contract will be reviewed by the County Manager and subject to the approval of the Board of Supervisors. 1.4 Work with the County to develop legislation and amendments to legislation, which accomplish specific County goals and objectives. 1.5 Represent the County if directed in meetings with members of Congress, Federal agencies, boards, commissions, committee and other bodies. 1.6 Arrange for meetings and provide materials for County Supervisors and Officials in Washington, D.C. and possible other venues. This will include facilitating meetings and assisting county officials and staff when they are meeting with members of Congress, including leadership when deemed appropriate, testifying before Congressional Committees and administrative agencies, conducting any County business in Washington, D.C., and attending national conferences such as the National Association of Counties (NACo). 1.7 Comply with all County procedures for billing and accounting for the cost of services performed and maintain records pertaining to the financial and performance aspects of the agreement. 1.8 Agree not to engage in private litigation against the County or accept other legislative representation or advocacy that does or may reasonably be expected to conflict with the County’s legislative positions in any subject area without first obtaining written permission to do so from the Director of the Office of General Litigation Services under the auspices of the County Manager, or the Office of the Maricopa County Attorney (the appropriate office from which to obtain written permission will be determined by county administration), in the case of private litigation, or the Director of Government Relations, in the case of legislative representation or advocacy, as applicable. 1.9 ISSUES OF PARTICULAR CONCERN TO MARICOPA COUNTY: The following issues are ones in which Maricopa County has particular ongoing interest: 1.9.1 Homeland Security issues; SERIAL 16137-ROQ 1.9.2 Immigration-related issues; 1.9.3 Health Care issues, including Medicaid and FMAP funding; Public Health issues; health care reform; health benefits in jails; 1.9.4 Energy-related legislation, including energy efficiency building code; recycling; green initiatives and grants; retrofitting; and solar; 1.9.5 Social Services issues, including Affordable Housing and Homeless services assistance; Community Development Block Grant (CDBG); Social Services Block Grants (SSBG), Low Income Home Energy Assistance Program (LIHEAP); Job-Training, Workforce Development; and Workforce Investment Act reauthorization; 1.9.6 Land Use issues, including federal preemption of local Planning and Zoning authority; funding for land acquisition for open space preservation; and allocation of federal Land and Water Conservation Fund (LWCF) monies; 1.9.7 Public Works and Transportation issues, including TEA-21 reauthorization; the Fixing America’s Surface Transportation Act; and Federal Aid – Highway Program; 1.9.8 Flood Control issues including the Water Resources Development Act (WRDA); and watershed management issues, including flood and storm water hazard mitigation; watershed, flood and floodplain management issues involving COE and FEMA; Watershed Sustainability Act; Levee Certification; storm water management; Clean Water Act issues involving EPA; salt cedar removal; dam safety federal funding assistance and dam safety federal technical assistance involving COE and NRCS; 1.9.9 State Criminal Alien Assistance Program (SCAAP) funding; 1.9.10 Second Chance Act Offender Reentry Legislation; 1.9.11 Federal military base maintenance assistance; 1.9.12 Federal Tax Intercept Legislation; 1.9.13 Appropriations and Grant opportunities, including but not limited to the areas of Renewable Resources, Green Government, Land Use, Parks and Recreation, Criminal Justice, Transportation, Health, and Environment The preceding list is not an exclusive list and the advocate would work with the County to identify other issues of concern or interest to the County as well as additional grant opportunities. 1.10 COORDINATION: Representative shall coordinate all efforts with others assigned to similar tasks on behalf of the County by authorized County representatives to assist in particular legislative efforts. SERIAL 16137-ROQ Exhibit C – Travel and Per Diem Policy 1.0 All contract-related travel plans and arrangements shall be prior-approved by the County Contract Administrator. 2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District (County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to determine rates (no exceptions): www.gsa.gov 2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. They should be included in the contractor’s hourly rate as an overhead charge. 2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or incidentals. 3.0 Commercial air travel shall be reimbursed as follows: 3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County Contract Administrator as a result of the business need of the County when there is no lower fare available. 3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site. 3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air travel. 4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same travel period will not be permitted without prior written approval by the County Contract Administrator. 4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse contractor if the contractor chooses to purchase these coverage. 4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain pre-approval in writing from the County Contract Administrator prior to rental of a larger vehicle.) 4.3 County will reimburse for parking expenses if free, public parking is not available within a reasonable distance of the place of County business. All opportunities must be exhausted prior to securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH; shuttles, etc. that can transport the contractor to and from County buildings with minimal costs. 4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport. 4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s) or other any transportation costs. 5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre- approved by the County Contract Administrator. These costs include (but not limited to) the following: in- room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees, SERIAL 16137-ROQ and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable. 6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in individual contracts SERIAL 16137-ROQ NELSON MULLINS RILEY & SCARBOROUGH, P.O. BOX 11070, COLUMBIA, SC 29211 PRICING SHEET NIGP CODE (S): 91564, 91806, 91812, 91820, 91821, 91826, 91832, 91837, 91849, 91858, 91874, 91875, 91883, 96149, 96150, 96151 Terms: NET 45 Days Vendor Number: VC0000005654 Certificates of Insurance: Required Contract Period: To cover the period ending September 30, 2019.