16076-CONTRACT - CGI TECHNOLOGIES AND SOLUTIONS INC.PDF

CONTRACT PURSUANT TO RFP
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This Contract is entered into this seventh (7th) day of September, 2016 by and between Maricopa County
(“County”), a political subdivision of the State of Arizona, and CGI Technologies and Solutions Inc., a Delaware
corporation (“Contractor”) for the purchase of Technology Services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of Five (5) years, beginning on the seventh (7th) day of September 2016
and ending on the thirty-first (31th) day of, 2021.
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 five (5) 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 date. 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,” as further clarified in each Task Order. The parties will negotiate
appropriate payment terms on a Task Order basis as applicable based on the nature of the services
and pricing (ex: fixed price versus T&M) under an individual Task Order.
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 one (1) legible copy of their detailed invoice before
payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the
invoice must provide the following information:
• Company name, address and contact
• County bill-to name and contact information
• Contract Serial Number
• County purchase order number
• Invoice number and date

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• Payment terms
• Date of service or delivery
• Quantity (number of days or weeks if services)
• Contract Item number(s)
• Description of Purchase (product or services, including project number if
applicable)
• Pricing per unit of purchase
• Freight (if applicable)
• Extended price
• Mileage w/rate (if applicable)
• Arrival and completion time (if applicable)
• Total Amount Due
3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on
the Task 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 Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County (ROI).
3.3.5 EFT payments to the routing and account numbers designated by the Contractor will
include the details on the specific invoices that the payment covers. The Contractor is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
3.4 PAYMENT RETENTION: (As required by County based on project)
3.4.1 Except as set forth in a Task Order, ten percent (10%) of monies paid for Project
Management and Project Labor earned by CONTRACTOR related to work under the
Task Order shall be retained by COUNTY until Final Completion of the services
described in the Task Order. 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, as defined in the Task Order. All other payment terms and conditions
shall not be affected by the retention. In the event of termination of this contract or any
Task Order by County through no fault of CONTRACTOR, CONTRACTOR shall be
entitled to the refund of any funds in the retention account.
3.4.2 After fifty percent (50%) of the work under a Task Order has been completed, the
Maricopa County Executive Steering Committee may reduce the retainage to five percent
(5%) of all monies previously earned and all monies earned thereafter. Any reduction in
retainage shall be in the discretion of the Maricopa County Executive Steering
Committee. Any interest earned on retainage shall accrue solely to the benefit of
COUNTY.
3.5 APPLICABLE TAXES:
3.5.1 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.
3.5.2 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

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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.
3.5.3 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.
3.6 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.
3.7 TAX (COMMODITIES):
Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will not be
used in determining low price.
3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
3.8.1 The County is a member of the $AVE cooperative purchasing group. $AVE includes the
State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified
school districts. Under the $AVE Cooperative Purchasing Agreement, and with the
concurrence of the successful Respondent under this solicitation, a member of $AVE
may access a contract resulting from a solicitation issued by the County. If you do not
want to grant such access to a member of $AVE, please so state in your proposal. In the
absence of a statement to the contrary, the County will assume that you do wish to grant
access to any contract that may result from this Request for Proposal.
3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s)
3.9.1 County currently holds ICPA’s with numerous governmental entities throughout the State
of Arizona. These agreements allow those entities, with the approval of the Contractor,
to purchase their requirements under the terms and conditions of the County Contract.
Please indicate on Attachment A, your acceptance or rejection regarding such
participation of other governmental entities. Your response will not be considered as an
evaluation factor in awarding a contract
4.0 AVAILABILITY OF FUNDS:
4.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
4.2 If any action is taken by any state agency, Federal department or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.

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5.0 DUTIES:
5.1 The Contractor shall perform all Contractor duties stated in each executed Task Order/Contract.
5.2 Notwithstanding the terms of section 6.6.2 of this Contract, all accepted task orders for managed
services shall require an individual standalone contract including separate Exhibit A (pricing) and
Exhibit B (scope of services) to be executed. The parties expressly agree to use the terms of this
Contract (as modified by mutual agreement to reflect additional or changed terms required due to
the nature of the services) as the basis for such individual standalone contract.
5.3 During the term of each Task Order, County will 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 under the Task Order.
5.4 County will provide Contractor with timely access to appropriate County personnel and
information. County will respond promptly to any Contractor request to provide information,
approvals, decisions or authorizations that are reasonably necessary for Contractor to perform the
Services in accordance with the Task Order.
5.5 County is responsible for the results of using the software, hardware, equipment, Services and
Deliverables in its business operations. County is also responsible for independent verification
and testing of such results prior to using them in its business.
6.0 TERMS and CONDITIONS:
6.1 INDEMNIFICATION AND LIMITATION OF LIABILITY:
6.1.1 Indemnification. To the fullest extent permitted by law, the Contractor shall defend
indemnify and hold harmless the County, its agents, representatives, agents, officers,
directors, officials, and employees from and against all claims, damages, losses, and
expenses (including, but not limited to attorneys' fees, court costs, expert witness fees,
and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to
have resulted from the negligent acts, errors, omissions, or mistakes relating to the
performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, agents, officers, directors, officials, and employees above shall arise
solely in connection with any claim, damage, loss, or expense that is attributable to
bodily injury, sickness, disease, death or injury to, impairment of, or destruction of
tangible property, including loss of use resulting there from, caused by negligent acts,
errors, omissions, or mistakes in the performance of this Contract, but only to the extent
caused by the negligent acts or omissions of the Contractor, a subcontractor, any one
directly or indirectly employed by them, or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss, or expense is caused in part by a
party indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
6.1.2 Limitation of Liability. Contractor’s total liability under this Contract for any claims,
losses or damages (including without limitation, for breach of contract, breach of
warranty, negligence or other tort claim), shall not exceed the amount of County’s actual
direct damages up to the amount that County paid Contractor for the items or Services
that are the subject of the claim. In no event, however, will Contractor be liable to
County (in the aggregate for all claims made with respect to Task Order) for more than
the amount paid by County to Contractor under the applicable Task Order for the three
(3) month period just prior to the claim. In addition, in no event will Contractor’s

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aggregate liability for all claims arising under or relating to the Contract exceed the total
amount paid to Contractor by County under the Contract.
In no event will Contractor or any person or entity involved in the creation, manufacture
or distribution of any software, services or other materials provided by Contractor under
the Contract be liable for: (i) any damages arising out of or related to the failure of
County or its Affiliates or suppliers to perform their responsibilities; (ii) any claims or
demands of third parties (other than those third party claims covered by Section 6.1.1); or
(iii) any lost profits, loss of business, loss of data, loss of use, lost savings or other
consequential, special, incidental, indirect, exemplary or punitive damages, even if
Contractor has been advised of the possibility of such damages.
The limitations of liability set forth in this Section 6.1.2 will survive and apply
notwithstanding the failure of any limited or exclusive remedy for breach of warranty set
forth in the Contract. The parties agree that the foregoing limitations will not be read so
as to limit any liability to an extent that would not be permitted under applicable law.
6.2 INSURANCE.
6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
6.2.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County’s right to coverage
afforded under the insurance policies.
6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Contractor shall be solely responsible for the deductible and/or self-insured
retention.
6.2.6 The insurance policies required by this Contract, except Workers’ Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
6.2.7 The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor’s work or service.
6.2.8 Commercial General Liability.
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for premises liability, bodily injury, broad form
property damage, personal injury, products and completed operations and blanket

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contractual coverage, and shall not contain any provisions which would serve to limit
third party action over claims. There shall be no endorsement or modifications of the
CGL limiting the scope of coverage for liability arising from explosion, collapse, or
underground property damage.
6.2.9 Automobile Liability.
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $1,000,000 each occurrence with respect to any of the Contractor’s
owned, hired, and non-owned vehicles assigned to or used in performance of the
Contractor’s work or services or use or maintenance of the Premises under this Contract.
6.2.10 Workers’ Compensation.
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Contractor’s employees engaged in the performance of the
work or services under this Contract; and Employer’s Liability insurance of not less than
$1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000
disease policy limit.
Contractor, its contractors and its subcontractors waive all rights against Contract and its
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers’ Compensation and Employer’s Liability or
commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.
6.2.11 Errors and Omissions (Professional Liability) Insurance, including Cyber Liability
as required by project.
Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial
Umbrella insurance, which will insure and provide coverage for errors or omissions or
professional liability arising out of the work or services performed by the
CONTRACTOR under the terms of this Contract, with a limit of not less than
$1,000,000 for each claim, and $5,000,000 aggregate claims. The policy shall include
coverage for all directors, officers, agents and employees of the Contractor.
6.2.12 Crime Liability (as required by project)
Policy Limit:
6.2.12.1 The policy shall be issued with minimum limits of $100,000.
6.2.12.2 The policy shall include coverage for third party fidelity.
6.2.12.3 The policy shall include coverage for theft.
6.2.12.4 The policy shall contain no requirement for arrest and conviction.
6.2.12.5 The policy shall cover loss outside the premises of the Named Insured.
6.2.12.6 The policy shall endorse (Blanket Endorsements are not acceptable) the
Department as Loss Payee as our interest may appear.
6.2.13 Certificates of Insurance.
6.2.13.1 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.

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6.2.13.2 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.
6.2.13.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County within fifteen (15) days of the renewal date.
6.3 FORCE MAJEURE
6.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies,
hostilities (whether war is declared or not), civil war, riots, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities,
nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike,
interruption or failure of electricity or telecommunication service.
6.3.2 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use
commercially reasonable efforts to remedy the situation and remove, as soon as
practicable, the cause of its inability to perform or comply.
6.3.3 The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.
6.3.4 The County shall reserve the right to terminate for convenience this Contract and/or any
applicable task order upon non-performance by Contractor, subject to the terms of section
6.10 herein. The County shall reserve the right to extend the Contract and time for
performance at its discretion in the case of a force majeure event upon notice to
Contractor.
6.4 WARRANTY OF SERVICES:
6.4.1 The parties will negotiate appropriate warranty provisions, if applicable, in individual
Task Orders.
6.4.2 The Contractor agrees 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 Contract.
6.4.3 In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the services requirements set forth in a Task
Order. 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.
6.4.4 THE WARRANTIES SET FORTH HEREIN OR IN AN INDIVIDUAL TASK ORDER
ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRATION,
PERFORMANCE AND ACCURACY AND ANY IMPLIED WARRANTIES ARISING
FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF TRADE.

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6.5 INSPECTION OF SERVICES:
6.5.1 The Contractor shall provide and maintain an inspection system acceptable to County
covering the services under this Contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to County during
contract performance and for as long afterwards as the Contract requires.
6.5.2 County has the right to inspect and test all services called for by the Contract, to the
extent practicable at all times and places during the term of the Contract. County shall
perform inspections and tests in a manner that will not unduly delay the work.
6.5.3 If any of the services do not conform to Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
cost to the County. When the defects in services cannot be corrected by re-performance,
County may:
6.5.3.1 Require the Contractor to take necessary action to ensure that future
performance conforms to Contract requirements; and
6.5.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
6.5.3.3 If the Contractor fails to promptly perform the services again or to take the
necessary action to ensure future performance in conformity with Contract
requirements, County may:
6.5.3.4 By Contract or otherwise, perform the services and charge to the Contractor,
through direct billing or through payment reduction, any cost incurred by
County that is directly related to the performance of such service; or
6.5.3.5 Terminate the Contract for default.
6.6 REQUIREMENTS CONTRACT:
6.6.1 Contractors signify their understanding and agreement by signing a bid submittal, that the
Contract resulting from the bid is a requirements contract. However, the Contract does
not guarantee any minimum or maximum number of purchases will be made. It only
indicates that if purchases are made for the materials or services contained in the
Contract, they will be purchased from the Contractor awarded that item if the Contractor
can meet all the delivery requirements of the County. Orders will only be placed when
the County identifies a need and proper authorization and documentation have been
approved.
6.6.2 Each separate project or Contractor work assignment will be authorized by the execution
of a task order by both parties describing the services to be performed by the Contractor,
pricing, and any additional terms and conditions (“Task Order”). Each Task Order, upon
execution, shall become part of this Contract, and subject to the terms and conditions
herein. A Task Order may amend the terms and conditions of this Contract as they apply
to that particular Task Order, but only if the Task Order expressly identifies the section(s)
that are being amended
6.7 Background Check:
Contractors need to be aware that there may be multiple background checks (Sheriff’s Office,
County Attorney's Office, Courts as well as Maricopa County general government) to determine if
the respondents employees are acceptable for the contractor to do business with the County under
a particular Task Order. This applies to (but is not limited to) the company and sub-contractors.
Employees or others who fail to pass these checks shall not be allowed to work on County
projects. Failure to meet these requirements may lead to termination of the task order requiring the
background check(s).

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6.8 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 due to the fault or negligence of the Contractor. No request for
adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in
writing as soon as practicable after the termination of the suspension, delay, or interruption, but
not later than the date of final payment under the contract.
6.9 Stop Work Order
The Procurement Officer may, at any time, by written order to the Contractor, require the
Contractor to stop all, or any part, of the work called for by this contract for a period of 30 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 30 days after a stop-work is delivered to
the Contractor, or within any extension of that period to which the parties shall have agreed, the
Procurement Officer shall either—
6.9.1 Cancel the stop-work order; or
6.9.2 Terminate the work covered by the order as provided in the Default, or the Termination
for Convenience of the County, clause of this contract.
6.9.3 The Procurement Officer will make an equitable adjustment in the delivery schedule
and/or contract price, or otherwise, and the contract shall be modified, in writing,
accordingly, if the Contractor demonstrates that the stop work order resulted in an
increase in costs to the Contractor.
6.10 UNCONDITIONAL TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the resultant Contract or any Task Orders for convenience by
providing sixty (60) calendar days advance notice to the Contractor. Upon such termination,
Contractor shall be paid for all services performed and expenses incurred under the terminated
Task Order(s), as well as reasonable unavoidable wind-down costs.
6.11 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 is in material breach under the terms of this Contract to the extent such
material breach is caused by Contractor’s material failure to.
6.11.1 Deliver the supplies or to perform the services within the time specified in this contract or
any extension;
6.11.2 Make progress, so as to endanger performance of this contract; or
6.11.3 Perform any of the other provisions of this contract.
6.11.4 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.
6.12 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:

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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.
6.13 CONTRACTOR LICENSE REQUIREMENT:
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 required to perform the services under the Task Orders. The Respondent shall keep fully
informed of existing and future trade or industry requirements, Federal, State and Local laws,
ordinances, and regulations applicable to Contractor’s provision of the services under the Task
Orders and shall comply with the same.
6.14 SUBCONTRACTING/ASSIGNMENT:
6.14.1 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.
6.14.2 Neither party may assign or otherwise transfer the Contract, any task order, or any of the
rights that they grant without the prior written consent of the other party. Any purported
assignment in violation of the preceding sentence will be void. The Contract will be
binding upon the parties’ respective successors and permitted assigns.
6.15 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Office of Procurement Services shall be responsible for approving all amendments for
Maricopa County.
6.16 ADDITIONS/DELETIONS OF SERVICE:
6.16.1 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.
6.16.2 The County reserves the right of final approval on proposed Key Personnel (as defined in
a Task Order) prior to entering into a Task Order.
6.17 VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.

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6.18 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.
6.19 PROPRIETARY RIGHTS:
6.19.1 Pre-existing Contractor Materials, Third-Party Materials, and Open Source Software.
Any pre-existing Contractor materials, third-party materials, Open Source software, and
derivatives thereof, incorporated in a Deliverable or necessary to use a Deliverable will
be licensed to County under separate license terms. Such license terms will be, as
appropriate, set forth in a license agreement i) executed between Contractor and County,
or ii) obtained by County from the applicable third party vendor, or iii) in the case of
Open Source software, the license terms set forth in the applicable Open Source license
agreement. County acknowledges that a separate license fee may be charged by
Contractor or the third-party vendor for any such licensed materials.
6.19.2 Developed Materials. Ownership rights to developed materials will be as set forth in
each Task Order.
6.19.3 County Data and Materials. County hereby grants to Contractor a nonexclusive, royalty-
free license to use any County data and materials provided by it to Contractor during the
Term of this Agreement for the purpose of performing the Services for County.
6.19.4 Reservation of Rights. Neither party will be prevented from using ideas, concepts,
expressions, know-how, skills and experience possessed by it prior to, or developed or
learned by it in the course of, performance under the Contract Documents. The
provisions of Section 8 do not prevent Contractor from describing to potential clients any
Services or Software Deliverables provided by Contractor under the Contract Documents,
so long as Contractor removes County’s Confidential Information and any identifying
references to County.
6.19.5 The County shall have the use of County data resulting from a Task Order without
additional cost or other restriction except as may be established in the Task Order, or by
law or applicable regulation. Each party shall supply to the other party in a timely
manner, upon request, any available information that is relevant to to the performance
under a Task Order.
6.20 NO WAIVER:
No failure or delay by a party in exercising any right, power or remedy will operate as a waiver of
that right, power or remedy, and no waiver will be effective unless it is in writing and signed by
the waiving party. If a party waives any right, power or remedy, the waiver will not waive any
successive or other right, power or remedy the party may have under the Contract.
6.21 THIRD PARTY BENEFICIARIES:
There are no intended third party beneficiaries of any provision of the Contract.
6.22 NON SOLICITATION:
During the term of a Task Order under this Contract and for twelve (12) months after its expiration
or termination, neither party will, either directly or indirectly, solicit for employment or employ
(except as permitted below) by itself (or any of its Affiliates) any employee of the other party (or
any of its Affiliates) who was involved in the performance of the party’s obligations under the
Task Order, unless the hiring party obtains the written consent of the other party. The actual
damages attributable to a breach of the provisions of this Section would be difficult to determine
and prove. Accordingly, the parties agree that if either party breaches this Section , the breaching
party will promptly pay the non-breaching party liquidated damages in an amount equal to the

SERIAL 16076-RFP
employee’s annual salary (including bonuses and incentive compensation) prior to the breach,
such sum being a reasonable measure of the damages reasonably anticipated by the parties. The
foregoing provision will not (i) prohibit a general solicitation of employment in the ordinary
course of business or prevent a party from employing any employee who contacts such party as a
result of such a general solicitation; or (ii) be read so as to limit employment opportunities to an
extent that would not be permitted under applicable law (e.g., California law).
6.23 SURVIVAL:
Any provision of the Contract that imposes or contemplates continuing obligations on a party will
survive the expiration or termination of the Contract in which it is contained. The termination of
any particular Task Order will not affect the parties’ respective rights, duties and obligations under
any other Task Order then in effect. If this Contract expires or is terminated, its terms and
conditions will continue to apply to any Task Order then in effect until the Task Order(s) expire or
are terminated.
6.24 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://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby
incorporated into this contract as if set forth in full herein. During the performance of this contract,
CONTRACTOR shall not discriminate against any employee, client or any other individual in any
way because of that person’s age, race, creed, color, religion, sex, disability or national origin.
6.25 ISRAEL BOYCOTT:
Per House Bill 2617 Contractor certifies that they are not currently engaged in, and agrees for the
duration of the Contract to not engage in, a boycott of Israel.
6.26 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6.26.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor
6.26.2 is not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal Department or agency;
6.26.3 has 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 embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen property;
6.26.4 is 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
6.26.5 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.
6.26.6 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.

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6.27 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.27.1 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.
6.27.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.27
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.
6.28 INFLUENCE
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct
may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
6.28.1 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,
6.28.2 That is offered or given with the intent to influence a decision, obtain a contract, garner
favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief
Procurement Officer, or his designee, reserves the right to seek any remedy provided by the
Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided
by this contract.
6.29 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS (APPLIES TO PROJECTS THAT
MAYBE FEDERALLY FUNDED).
6.29.1 The Parties agree that this Contract and employees working on this Contract will be
subject to the whistleblower rights and remedies in the pilot program on contractor
employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the
National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section
3.908 of the Federal Acquisition Regulation;
6.29.2 Contractor shall inform its employees in writing, in the predominant language of the
workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as
described in section 3.908 of the Federal Acquisition Regulation. Documentation of such

SERIAL 16076-RFP
employee notification must be kept on file by Contractor and copies provided to County
upon request.
6.29.3 Contractor shall insert the substance of this clause, including this paragraph (c), in all
subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).
6.30 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.30.1 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 necessary to validate that invoices comply with
the terms of 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 (excluding Contractor competitors) shall have full access to, and the right to
examine, copy and make use of, any and all said materials to the extent required by law.
6.30.2 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 invoiced amounts are consistent with the terms of the Contract, the
Contractor shall reimburse Maricopa County for the undisputed amounts not so
adequately supported and documented.
6.30.3 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.
6.31 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.
6.32 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 a material
breach in performance of the contract.
6.33 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.

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6.34 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
6.35 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act solely as an
independent contractor, and nothing herein or implied herein shall at any time be construed as to
create the relationship of employer and employee, co-employee, partnership, principal and agent,
or joint venture between the County and the Contractor.
6.36 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
6.37 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if
applicable, the terms of this Contract shall prevail.
6.37.1 This Contract document
6.37.2 Exhibit A, Pricing;
6.37.3 Exhibit B, Scope of Work
6.37.4 Exhibit C, Office of Procurement Services Contractor Travel and Per Diem Policy.
6.38 INCORPORATION OF DOCUMENTS:
The Contract consists solely of these terms and conditions and the Exhibits and Task Orders listed
below. The following are to be attached to and made part of this Contract:
6.38.1 Exhibit A, Pricing;
6.38.2 Exhibit B, Scope of Work
6.38.3 Exhibit C, Office of Procurement Services Contractor Travel and Per Diem Policy.
6.39 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494

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For Contractor:
In the case of CGI: with a copy of legal notices to:
CGI Technologies and Solutions Inc CGI Technologies and Solutions Inc.
4600 E Washington St 11325 Random Hills Road, 8th Floor
Phoenix, Arizona, 85034 Fairfax, VA 22030
Attn: Patty Nelson. Attn: Office of General Counsel
Fax: 703-267-7288

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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

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EXHIBIT A
PRICING
SERIAL 16076-RFP
NIGP CODE: 20300, 204
RESPONDENT'S NAME: CGI Technologies and Solutions Inc.
COUNTY VENDOR NUMBER : W000008130
ADDRESS: 309 West Elliot Road, Suite 105Tempe, Arizona 85284
P.O. ADDRESS:
TELEPHONE NUMBER: 480-783-6600
FACSIMILE NUMBER: 480-783-6178
WEB SITE: www.cgi.com
CONTACT (REPRESENTATIVE): Kevin Tobin
REPRESENTATIVE'S E-MAIL ADDRESS: kevin.tobin@cgi.com
PAYMENT TERMS.
X NET 30 DAYS
1.0 PRICING (discount off PUBLISHED PRICE)
ALL PROPOSED
SERVICES ARE
MINIMUM DISCOUNT AVAILABLE AS PART
PERCENTAGE OFF OF A MANAGED
CURRENT PUBLISHED SERVICES TASK
PRICE ORDER ONLY
1.1 Cisco Products, Services and Solutions:
1.1.1 Cisco Products: 0%
1.1.2 Cisco Services and Solutions: 0%
1.2 HP Products, Services and Solutions:
1.2.1 Computers: 0%
1.2.2 Networking: 0%
1.2.3 Servers: 0%
1.2.4 Software: 0%
1.2.5 Storage 0%
1.2.6 HP Services and Solutions: 0%
1.3 Dell Products, Services and Solutions:
1.3.1 General Products 0%
1.3.2 Software: 0%
1.3.3 Dell Services and Solutions 0%
1.4 CommVault Products, Services and Solutions:
1.4.1 CommVault Products: 0%
1.4.2 CommVault Solutions: Services and Support: 0%
1.5 Symantec Products, Services and Solutions:
1.5.1 Symantec Products: 0%
1.5.2 Symantec Services and Solutions: 0%
1.6 Veritas Products, Services and Solutions:
1.6.1 Veritas Products: 0%
1.6.2 Veritas Services and Solutions: 0%

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1.7 VMware Products, Services and Solutions:
1.7.1 VMware Products: 0%
1.7.2 VMware Services and Solutions: 0%
1.8 Apple Products, Services and Solution: 0%
1.9 Google Products, Services and Solutions: 0%
1.10 Amazon Web Services Products, Services and Solutions:
1.10.1 Amazon Web Services Products and Services: 0%
1.10.2 Amazon Web Services Solutions: 0%
1.11 Microsoft Products, Services and Solutions:
1.11.1 Devices: 0%
1.11.2 Software and Applications 0%
1.11.3 Microsoft Services and Solutions: 0%
1.11.4 Related Products. Services and Solutions (PROPOSERS
CATALOG): 0%
1.12 Staff Augmentation: Refer to Section 8.a Cost Narrative
for details on CGI's rate card and pricing options.
1.12.1 Project Manager
1.12.2 PROPOSER LIST OUT MAJOR TILES AND ATTACH
A CURRENT RATE CARD FOR PERSONNEL TO THE OFF CURRENT
ATTACHMENT A. 0% RATE CARD
OFF CURRENT
0% RATE CARD

SERIAL 16076-RFP
EXHIBIT B
SCOPE OF WORK
1.0 INTENT:
The Intent of this contract is to provide following products and services.
This shall be a multiple award arrangement in an effort to bring the most competitive pricing, value,
opportunity, and speed to market to the County. All projects may be competed but all projects over
$150,000.00 shall be competed to all awarded proposers for that product line Selection criteria may include
the following ( Available staff, contractors current qualifications, project timeline, price and other factors
determined by the County to be relevant to the project). All work from this contractor shall be provided
as a Managed Service Product and a defined as a Task Order and shall be competed to all other
contractors on this contract. If any Managed Services is awarded a separate contract for that
engagement shall be required with all appropriate Terms and Conditions.
Other governmental entities under agreement with the County may have access to products and services
provided hereunder (see also Section 3.8 and 3.9 of contract).
The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where
the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to
ensure adequate competition on any project or task order work.
2.0 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES
The intent of this contract is to provide Maricopa County network infrastructure products and services as
follows:
2.1 Technology Services and Solutions: A complete portfolio of technology services and
solutions related to the design, use or operation of the products being purchased such as
systems configuration, testing, software copying, hardware and software installation, upgrades
and/or maintenance, system, network, security, engineering and architecture and any other
related services from Contractor. Specific requirements will be developed on a task order
basis and may include, but is not limited to, services and solutions such as:
2.1.1 Technology Products: A complete portfolio of network infrastructure equipment
and services including, but not limited to, routers, switches, and security products.
2.1.2 Software Defined Network: Transform physical network to virtual to consolidate
resources, reduce energy consumption, reduce complexity, increase IT capacity, add
system flexibility, and to further support cloud computing.
2.1.3 Virtualization: Transform data center with virtualization to consolidate servers,
reduce energy consumption, increase IT capacity, add system flexibility, and to
further support cloud computing.
2.1.4 Virtual Desktop Infrastructure: Transform desktop environment to improve
customer experience, reduce energy consumption, increase IT capacity, and to add
system flexibility.
2.1.5 Security: Security solutions for critical infrastructure, perimeter defense, physical
and logical access control, identity management, antiterrorism protection, monitoring,
automated alarms and alerts, integration with databases containing critical
information, cyber security and asset management, endpoint security and other
network security.
2.1.6 Communications: Communication solutions to converge voice, data and video
communications onto a single, secure IP-based network.

SERIAL 16076-RFP
2.1.7 Cloud: Cloud solutions for scalable computing and storage capacity and rapid self-
provisioning computing capabilities. This may include, but is not limited to, Cloud
Infrastructure as a Service (IaaS), Cloud Software as a Service (SaaS) and Cloud
Platform as a Service (PaaS).
2.1.8 Infrastructure: Infrastructure solutions such as data center management, network
modernization and migration, desktop virtualization, Remote Network Operations
Center (RNOC) services, risk and vulnerability management, and IT service
management.
2.1.9 Data Management: Data management solution which uses technologies such as thin
provisioning, de-duplication and automated multi-tiered storage to improve storage
utilization.
2.1.10 UCC (Unified Communications and Collaboration): UCC video teleconferencing
solutions that provide for critical infrastructure, emergency operations centers,
command rooms, fusion centers, and training rooms. Also, visual communications
that integrate audio, video, voice and presentation capabilities.
2.1.11 Mobility: Mobility services to keep users connected, responsive and secure such as
email protection, download prevention, containerize content on devices, self-
destructing content, and content linked back to the user.
2.1.12 Asset Management: Asset management solutions to identify and manage installed
software, hardware and license entitlements.
2.1.13 Data Protection: Data protection to protect, backup, recover and archive data and
applications.
2.1.14 Financial Services: Financing options such as lease, lease to own, lease with option
to own, and IT as a Service.
2.1.15 Managed Services: Managed services that cover all disciplines within a typical
information technology department.
2.1.16 Monitoring: Resources capable of enterprise monitoring and network operation
center services.
2.1.17 Other Services and Solutions: Services and solutions not listed above that may be
proposed by Contractor. PROPOSER MAY INCLUDE THEIR ENTIRE
CATALOG FOR CONSIDERATION IF THEY ARE AWARDED ONE OF
THE NAMED PRODUCT LINES SECTIONS 2.2 THROUGH 2.13.
2.2 Cisco Products, Services and Solutions:
2.2.1 Cisco Products: A complete offering of Cisco products including, but not limited to,
application networking services products, blade switches, cloud and systems
management, collaboration endpoints, conferencing, connected safety and security,
customer collaboration, data center management and automation, data center
switches, infrastructure software, interfaces and modules, networking software,
optical networking, routers, security, servers, service exchange, storage networking,
switches, unified communications, video, wireless, and any other products offered by
Cisco.
2.2.2 Cisco Services and Solutions: A complete offering of Cisco services and solutions
including, but not limited to, cloud and systems management services, collaboration
services, collaboration endpoints services, conferencing services, data center and
virtualization services, enterprise network services, routing services, security services,
services for application networking services, storage networking services, switching

SERIAL 16076-RFP
services, unified communication services, unified computing services, video services,
wireless services and any other services and solutions offered by Cisco.
2.3 Juniper Products, Services and Solutions:
2.3.1 Juniper Products: A complete offering of Juniper products including, but not
limited to, application networking services products, blade switches, cloud and
systems management, collaboration endpoints, conferencing, connected safety and
security, customer collaboration, data center management and automation, data center
switches, infrastructure software, interfaces and modules, networking software,
optical networking, routers, security, servers, service exchange, storage networking,
switches, video, wireless, and any other products offered by Juniper.
2.3.2 Juniper Services and Solutions: A complete offering of Cisco services and
solutions including, but not limited to, cloud and systems management services,
collaboration services, collaboration endpoints services, conferencing services, data
center and virtualization services, enterprise network services, routing services,
security services, services for application networking services, storage networking
services, switching services, unified communication services, unified computing
services, video services, wireless services and any other services and solutions offered
by Juniper.
2.4 HP Products, Services and Solutions: A complete offering of HP products including, but not
limited to:
2.4.1 Computers: Desktops, laptops, tablets, monitors, workstations, accessories, thin
client software portfolio, digital signage and any other computer equipment and
software available from HP.
2.4.2 Networking: Data center networking, software-defined networking, switches,
wireless networking, campus networking and any other networking available from
HP.
2.4.3 Servers: Blade servers, scalable servers, integrity mission-critical servers, rack and
tower servers and any other servers available from HP.
2.4.4 Software: Application lifecycle management, big data analytics, business service
management, enterprise security, hybrid cloud management, information governance,
information management, IT service management, mobile solutions, operations
management, software-defined data center, DevOps solutions and any other software
available from HP.
2.4.5 Storage: Primary storage, backup, recovery and archive storage, enterprise
application storage, primary storage, software-defined storage, and any other storage
available from HP.
2.4.6 HP Services and Solutions: A complete offering of HP services and solutions
including, but not limited to, analytics and data management, applications services,
business process services, data center, workload and cloud services, enterprise
security services, IT financing and asset recovery services, mobility and workplace
services, support services, technology consulting, computing services, big data
solutions, cloud solutions, mobility solutions, security solutions, converged systems
solutions, small and midsize organization solutions, total access education solutions,
and any other services and solutions offered by HP.
2.5 Dell Products, Services and Solutions:
2.5.1 General Products: A complete offering of Dell products including, but not limited
to, laptops, notebooks, desktops, workstations, thin clients, monitors, servers,

SERIAL 16076-RFP
accessories, battery back-up, power or surge, cables, data storage and drives,
networking, digital imaging such as cameras and scanners, memory and system
components, office equipment, sound and multimedia, telecommunications products,
video monitors, cards and projectors, and interactive whiteboards.
2.5.2 Software: A complete offering of Dell software including, but not limited to,
information management, data protection, data center and cloud management, mobile
workforce management, security, platforms and any other software offered by Dell.
2.5.3 Dell Services and Solutions: A complete offering of Dell services and solutions
including, but not limited to, support services, application modernization, application
services, business process outsourcing, digital business services, cloud-based services,
information security services, financing and leasing, IT consulting, managed services,
training services, cloud solutions, data center solutions, security solutions, big data,
information and data management, mobility and security solutions and any other
services and solutions offered by Dell.
2.6 CommVault Products, Services and Solutions:
2.6.1 CommVault Products: A complete offering of CommVault software including
Simpana software, but not limited to, backup and recovery, virtual machine,
integration, replication, OnePass Backup and Archive, deduplication, reporting and
insights, workflow automation, content-based retention, self-service access, search
and eDiscovery, legal hold, ContentStore, and any other products offered by
CommVault.
2.6.2 CommVault Services and Solutions: A complete offering of CommVault solutions,
services and support including, but not limited to, data and information management,
enterprise applications, bundled appliances, solutions for specialized industries such
as healthcare, government and education, consulting services, professional services,
support and training and any other solutions, services and support offered by
CommVault.
2.7 Symantec Products, Services and Solutions:
2.7.1 Symantec Products: A complete offering of Symantec security products including,
but not limited to, advanced threat protection, code signing, control compliance suite,
data loss prevention, DeepSight security intelligence, email security, encryption,
endpoint management (Altiris), internet of things, endpoint protection, incident
response, managed security services, mobile security and management, Norton,
protection suite, SSL certificates, user authentication and any other security products
offered by Symantec.
2.7.2 Symantec Services and Solutions: A complete offering of Symantec services and
solutions including, but not limited to, consulting, education services, managed
services, support services, appliance services, licensing, technical support, training
and certification, threat protection solutions, information protection solutions, cyber
security services, enterprise mobility management, and any other services and
solutions offered by Symantec.
2.8 Veritas Products, Services and Solutions:
2.8.1 Veritas Products: A complete offering of Veritas Information Management products
including, but not limited to, archiving and eDiscovery, Backup Exec, information
fabric technology platform, InfoScale, NetBackup, NetBackup appliances, storage
foundation high availability, system recovery and any other offered by Veritas.
2.8.2 Veritas Services and Solutions: A complete offering of Veritas services and
solutions including, but not limited to, consulting, education services, managed

SERIAL 16076-RFP
services, support services, appliance services, licensing, technical support training and
certification, and any other services and solutions offered by Veritas.
2.9 VMware Products, Services and Solutions:
2.9.1 VMware Products: A complete offering of VMware products including, but not
limited to, data center and cloud infrastructure, networking and security, storage and
availability, hyper-converged infrastructure, data center and cloud management,
personal desktop software, business mobility software, desktop and application
virtualization software, enterprise mobility management software and any other
products offered by VMware.
2.9.2 VMware Services and Solutions: A complete offering of VMware services and
solutions including, but not limited to, cloud computing, software-defined data center,
virtualization, business mobility, data center virtualization and hybrid cloud
extensibility, streamlined and automated data center operations, application and
infrastructure delivery automation, security controls native to infrastructure, high
availability and resilient infrastructure, and any other services and solutions offered
by VMware.
2.10 Apple Products, Services and Solution:
A complete offering of Apple products, services and solutions including, but not limited to,
MacBook, MacBook Air, MacBook Pro, iMac, Mac Pro, Mac mini, ipad mini, ipad, iphone,
watch, ipod, Apple TV, accessories for all products, apps, servers, support and any other
products, services or solutions offered by Apple.
2.11 Google Products, Services and Solutions:
A complete offering of Google product, services and solutions including, but not limited to,
Apps for Work, cloud platform, Maps for Work, Search for Work, Chrome for Work, Android
for Work, Google business solutions and any other products, services and solutions offered by
Google.
2.12 Amazon Web Services Products, Services and Solutions:
2.12.1 Amazon Web Services Products and Services: A complete offering of Amazon
Web Services products and services including, but not limited to, global compute,
storage, database, analytics, application and deployment services to power web and
mobile applications, data processing and warehousing, storage and archive, as well as
any other products and services offered by Amazon Web Services.
2.12.2 Amazon Web Services Solutions: A complete offering of Amazon Web Services
solutions including, but not limited to, cloud based solutions for websites, backup and
recovery, archiving, disaster recovery, development and test, big data, high
performance, databases, digital marketing, e-commerce, media and entertainment,
mobile services, internet of things, enterprise IT, business applications, content
delivery, health and any other solutions offered by Amazon Web Services.
2.13 Microsoft Products, Services and Solutions:
2.13.1 Devices: A complete offering of Microsoft devices including, but not limited to,
Surface products, PCs and tablets, phones, Microsoft Surface Hub, accessories and
any other devices offered by Microsoft.
2.13.2 Software and Applications: A complete offering of Microsoft software and
applications, including but not limited to, Office, Windows, other software and
services such as Microsoft Health, Microsoft Security Essentials, Skype, Internet
Explorer, OneDrive, Outlook, OneNote, Bing, Visual Studio, Visio, Project, and

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MSN, Developer and IT Pro, Business and Enterprise such as cloud platform, data
availability, business analytics, customer relationship management, Enterprise
Mobility Suite, Enterprise resource and planning, business software and apps such as
Microsoft Dynamics, Microsoft Power BI, Microsoft SQL Server, Windows Server,
Microsoft System Center, Visual Studio, Microsoft Azure, Microsoft Social
Engagement, Windows Embedded, Microsoft Intune, OneDrive for Business,
Exchange Server, SharePoint and any other software and apps offered by Microsoft.
2.13.3 Microsoft Services and Solutions: A complete offering of Microsoft services and
solutions including, but not limited to, support, licensing and any other services and
solutions offered by Microsoft.
2.13.4 Related Products Services and Solutions: Microsoft’s related products, services
and solutions available from Contractor.
2.14 Staff Augmentation:
The contractor shall provide a sufficient staff on an as needed basis to support County projects and
daily operational requirements.
Contractor Staffing Services – The complete portfolio of technology staffing services available by
Supplier. This contact does not take the place of the County’s Staffing contract, but serves to
supplement it. This staffing is for specific projects only.
Contractor/Subcontractor/Supplier – The terms “Contractor” and “supplier” shall mean
Suppliers Corporation and its agents and subcontractors.
The Contractor shall at a minimum, propose personnel who have the required qualifications for the
specific task and are able to work with a minimum of onsite training or instruction.
2.14.1 Provision of Qualified Contractor Personnel
Contractor personnel shall be immediately productive, requiring minimal training and
orientation. In the event that extended training (over four (4) hours) is required, such as
for an extended project or for any particular skill set, the Contractor may be required to
provide their personnel additional training at the contractor’s expense.
2.14.2 Hours Of Work:
Unless expressly noted, contractor personnel shall be present during the County normal
working hours are 8:00 a.m. to 5:00 p.m., Monday through Friday. Contractor may be
required to work on holidays or after normal working hours if determined by the County.
Refer to Exhibit 11 for a listing of County holidays.
2.14.3 Transportation And Parking:
Parking may or may not be provided and, if not it is the responsibility of the
contractor.
2.14.4 Contractor Personnel Expenses:
Travel expenses shall be reimbursed in accordance with the County’s Travel Policy (See
Exhibit 3).
2.14.5 Contractor Single Point Of Contact:
Each Contractor shall designate a coordinator as a single, local point of contact (SPOC),
as well as a backup, that will be accessible during normal work hours 8:00 a.m. until 5:00
p.m. Monday through Friday, with the exception of the designated holidays to receive
staff augmentation requests, handle and assist in any and all inquiries regarding
scheduling, billing, status of orders, availability, contract pricing, contract compliance
requirements, reports, and problem solving. Contractor’s SPOC shall be available via a
toll free telephone number or email. The SPOC may have support staff that will serve as
account managers for different County Agencies, or designated multiple points of contact
in order to best provide service.

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2.14.6 Contractor Requirements for Staff Augmentation Support:
2.14.6.1 Background Screening:
A background check will be a requirement for all temporary employees of
Contractor's staff providing services to the County. This option shall allow the
temporary employees access to areas within the County such as detention
facilities, court buildings, and other restricted areas. The cost of this
background check shall be incurred by the County.
Individual temporary employment candidates, based on position, may be
subject to various criminal checks, fingerprinting, and background checks
upon whose results the County may choose to base its decision to accept an
individual for an assignment. The requirements of these background checks
are explained in Attachments B, C and D under Screening Fees. Contractor to
include pricing for these services as indicated. The cost of this service shall be
incurred by the County.
2.14.6.2 Drug Testing:
Drug testing requirements will vary for individual Agencies throughout the
County. The County will identify if there is a drug test requirement at the time
the order is placed. The County will pay for these tests as pass-through costs
for temporary employees who are placed with the County. These tests are
normally conducted randomly, on a random number of temporary employees,
in safety-sensitive positions, and consist of a urine sample. Once the
temporary employee fails a drug test, the temporary employee will no longer
be eligible for temporary employment by any County. The requirements of
these tests are explained in Attachments B, C and D under Screening Fees.
Contractor to include pricing for these services as indicated. The cost of this
service shall be incurred by the County.
2.14.6.3 Driving
If driving is a requirement of a position, County Agencies will require a DMV
check. The cost of this service shall be incurred by the County.
2.14.6.4 Dress and Equipment:
Contractor employees shall dress appropriately and with the equipment
specified by the County as being required to perform work in the service
categories covered under this contract. The County requires most field
personnel to have safety shoes, at the contractor’s expense. The safety shoes
must meet American National Standards Institute (ANSI) and Occupational
Safety and Health Administration (OSHA) standards.
2.14.6.5 Communication Skills:
Unless otherwise requested, all contractor employees must be able to read,
write, speak and comprehend the English language in accordance with the
minimum requirements for the specific task.
2.14.6.6 Courtesy and Cordiality Towards All Others:
Contractor employees shall be respectful of all people with whom they
interact, including County employees and customers of the County. The
County reserves the right to direct the contractor to remove any contractor

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employee that does not exhibit common courtesy and cordiality towards all
individuals.
2.14.6.7 County’s Right Of Refusal:
The Contractor will be given between four (4) business hours and one (1)
business day to confirm their ability to meet the County’s staff augmentation
request. However, for “hard-to-fill” positions, the County may allow up to
five (5) business days for Contractor to confirm availability. In the event that
the Contractor is unable to fill the job request, the County may cancel the
request and place the request with another Contractor. The County reserves
the right to simultaneously give all Contractors an opportunity to fill all “hard-
to-fill” positions on a “first come” basis. In the event that all Contractors are
unable to fill the request, the County may fill the requirement by soliciting
pricing from other qualified sources.
The Contractor’s employees shall conform in all respects with regard to physical, fire and
security / safety regulations while on the County’s premises. Contractor shall be
responsible for obtaining and advising their employees of all rules, regulations, policies,
etc. from the County.
Contractor shall be responsible for the following:
2.14.6.8 Recruiting, hiring, administering any evaluations and/or disciplinary actions,
implementing any reassignments and/or terminations of contractor
employee(s) provided to the County by Contractor.
2.14.6.9 Maintaining a recruiting and hiring program that is in compliance with
applicable federal and state employment laws and their implementing rules
and regulations, including, but not limited to, Title VII of the Civil Rights Act
of 1964 (“Title VII”), the Americans With Disabilities Act (“ADA”), the Age
Discrimination in Employment Act (“ADEA”), the Fair Credit Reporting Act
(“FCRA”), and the Arizona Employment Protection Act (“AEPA”).
2.14.6.10 Performing background screening on all Contractor employees working under
this contract for the County, to include screening of credentials, licensure,
personal history, qualifications, work history, and references, as well as
criminal background checks and fingerprinting as provided herein. Contractor
shall ensure that all contractor employees possess all certifications and
qualifications necessary to enable them to perform their assignments.
2.14.6.11 Informing all contractor employees assigned work under this contract that
they are required to adhere to the policies and procedures of the County.
Contractor and/or its designee shall promptly notify the applicable County
agency of any threats of violence, harassment, discrimination or retaliation
involving a contractor employee.
2.14.6.12 Informing contractor employees in writing that they are employed by
Contractor, not the County.
2.14.6.13 Notifying contractor employees in writing that the only benefits they will
receive will be from Contractor, and that they are not entitled to any benefits
from the County.
2.14.6.14 Informing contractor employees in writing that job-related illness/injury
reports are to be made to Contractor. Contractor and/or its designee shall
notify the applicable County agency within 24 hours of receipt of any such
reports.

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2.14.6.15 Being solely responsible for, and holding County harmless from, all matters
regarding contractor employees including, but not limited to, all payroll and
payroll income tax withholding matters; payment of workers’ compensation
premiums; funding of appropriate fringe benefit programs; and taking
responsibility for and complying with (including offering coverage, if
required) the Affordable Care Act with respect to its employees.
2.14.6.16 Paying contractor employees in compliance with applicable wage and hour
laws including, but not limited to, the Fair Labor Standards Act (“FLSA”) and
Arizona Labor Code. Contractor shall maintain complete and accurate
records of all wages paid to contractor employees assigned to provide services
to County. Contractor shall be exclusively responsible for and will comply
with applicable law governing the reporting and payment of wages, and
payroll-related and unemployment taxes attributable to wages paid to
temporary employees assigned to provide services to County.
2.15 Removal Of Contractor Employee:
In the event any contractor employee fails to adhere to the County’s policies, directions or security
/ safety regulations, or are unable for any reason to perform the required duties, the County shall
notify the Contractor who shall replace the employee within two (2) working days (unless a lesser
time is directed) at no additional cost to the County (including, but not limited to, training time,
background checks, ID badges, drug testing, etc.).
When a contractor employee no longer works under this contract, the Contractor shall ensure that
their employee shall return all keys, ID badges, or other items provided by the County. If such
items are not returned to the County within five (5) working days the County shall send an invoice
to the Contractor for the replacement cost, including any costs associated with having to rekey or
implement other security measures resulting from the failure to return the County items. The
Contractor shall pay this invoice within fourteen (14) days.
2.15.1 Contractor employee(s) Usage and Productivity Report:
Upon request the Contractor shall furnish the County a monthly report of contractor
employee usage and productivity report delineating the hours worked on given project
and deliverables produced. The format of the report shall be approved by the County.
2.15.2 Throughout the life of this contract, the successful Contractor(s) will maintain
expertise, resources and capabilities to perform the following:
2.15.2.1 Provide commercial hardware, software, peripherals and accessories as
ordered under the task order.
2.15.2.2 Perform consulting, assessment, design, integration, installation, and
managed Services and Solutions at the task order level.
2.15.2.3 Perform a wide range of professional, technical support and engineering
services and solutions to support the mission and objectives of Maricopa
County as authorized buyers of this contract.
2.15.2.4 Provide maintenance support of the services and solutions.
2.15.2.5 Provide ancillary support (logistics support, etc.) relating to provisions of
the Products and Services listed in Introduction and Background, Section
2 and General Definition of Products and Services.
2.15.2.6 Provide project management support for each deliverable under the
contract.

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2.15.2.7 Provide project-specific and overall contract performance reporting, as
required.
2.16 Customer Service:
2.16.1 Maricopa County is focused on customer service with a philosophy to provide all
customers with quality Products and Services in a manner that is courteous,
responsive, accessible and seamless. The Products and Services will be delivered
with patience, understanding, goodwill, and with primary regard being convenience
and business needs of customer. The selected Contractor(s) shall follow these
guidelines in developing the proposed solution:
2.16.1.1 Accessible, courteous, responsive and seamless customer service is of the
highest priority for Maricopa County;
2.16.1.2 Accessible service means that citizens have easy access to the organization;
2.16.1.3 Seamless customer service means that the Contractors’ employees are skilled
with right aptitude, attitude, initiative, and talent. Also, that they provide
accurate and easily consumable information, have a good understanding of
how to solve problems and make decisions, and that they are trained and
evaluated for their job performance;
2.17 Financing Options:
2.17.1 Contractor should include any financing solutions and payment options available to
Maricopa County.
2.17.2 Contractor shall provide submissions that allow the County to easily weigh
procurement options including financing, capital expenditures, and operational
expenditures.
2.17.3 Contractor shall provide proposal for making co-terminuses support and maintenance
contracts.
2.18 Reporting Requirements:
2.18.1 Monthly Reports: Upon request, the Contractor shall furnish monthly reports to
Maricopa County to include the following information:
2.18.1.1 New product information;
2.18.1.2 Price sheets showing price decreases on discontinued Products;
2.18.1.3 Decreases on manufacturer’s prices on Products still being manufactured;
2.18.1.4 System upgrades;
2.18.1.5 Current pricing and Product lists;
2.18.1.6 Software upgrades; and
2.18.1.7 Special sales or promotions.
2.18.2 As reporting needs may change during the term of the Agreement, Maricopa County
reserve the right to request changes to the timing and content of the reports as well as
additional reports.
2.18.3 Quarterly Reports: Upon request, the Contractor shall furnish electronic quarterly
usage reports that provide relevant and concise information about purchases, projects,
and initiatives. Maricopa County reserves the right to request additional information,
if required, when reviewing such data.

SERIAL 16076-RFP
2.19 Support And Maintenance:
Upon request, each Contractor must provide a complete maintenance and support plan for
purchased products including emergency and non-emergency intervals, as well as periodic
routine schedules. Routine maintenance and associated costs must be quoted and shall include,
but not be limited to:
2.19.1 Error or defect correction;
2.19.2 Updates;
2.19.3 Telephone assistance; and
2.19.4 Service hours and response times.
2.20 Representations And Warranties:
The Contractor represents warrants and covenants that:
2.20.1 The Products and Services shall satisfy all requirements set forth in the
Agreement;
2.20.2 Neither the Products and Services nor any software or hardware provided by the
Contractor under the Agreement will infringe or misappropriate any patent, copyright,
trademark or trade secret rights of any third party;
2.20.3 The Contractor has taken and will continue to take precautions sufficient to ensure
that it will not be prevented from performing all or part of its obligations under the
Agreement by virtue of interruptions in the computer systems used by the Contractor;
2.20.4 All software and documentation provided by the Contractor or its subcontractors will
have sufficient information and capabilities to enable the County to permit the public
inspection and examination and to provide electronic copies of public records stored,
manipulated or retrieved by the Products; and
2.20.5 All software and documentation provided by the Contractor or its subcontractors will
have sufficient information to enable the County to create an index containing the
following information without extraordinary commitments of staff or resources:
2.20.5.1 Annotated list of data fields: name, description, and restricted field indicator;
2.20.5.2 Description of the format or record layout;
2.20.5.3 Frequency with which related database(s) is updated;
2.20.5.4 Description of each form in which database(s) can be copied or reproduced;
2.20.5.5 Title of database(s);
2.20.5.6 Owner of the data;
2.20.5.7 Narrative description of the database(s); and
2.20.5.8 Purpose of the database(s).
2.21 TASK ORDER AWARD:
This contract will be awarded to multiple vendors. All County requirements for IT technology
and services estimated to exceed $150,000.00 in total cost shall be competed among all awardees
for the products and services in Paragraphs 2.2 through 2.14 and awarded as a Task Order. The
County may compete IT technology and service requirements estimated to be less than
$150,000.00 in total cost but is not required to do so. The selection criteria for each Task Order
shall be determined at the time it is issued:

SERIAL 16076-RFP
3.0 PROCUREMENT REQUIREMENTS:
3.1 DELIVERY:
It shall be the Contractor’s responsibility to meet the proposed delivery requirements. Maricopa
County reserves the right to obtain services on the open market in the event the Contractor fails to
make delivery and any price differential will be charged against the Contractor.
3.2 SHIPPING TERMS:
Bid price(s) and terms shall be F.O.B. Destination at Phoenix, Arizona 85003.
3.3 OPERATING MANUALS: (AS APPLICABLE)
Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and
schematic diagrams, if required by the Using Agency.
3.4 ACCEPTANCE: (AS APPLICABLE)
For the County’s Initial purchase of each Equipment and Software product the Licensor
(contractor) shall provide an acceptance test period (the “Test Period “) that commences upon
Installation. Installation shall be defined as: a.) the Equipment, if any, is mounted; b.) the
Software is installed on the server(s) and/or personal computer(s); and c.) implementation team
training, if any, is complete. During the Test Period, Customer shall determine whether the
Equipment and Software meet the Licensor (contractor/) published electronic documentation,
(“Specifications”). The Test Period shall be for 90 days. If Customer has not given Licensor
(contractor/) a written deficiency statement specifying how the Equipment or Software fails to
meet the Specification (“Deficiency Statement’) within the Test Period, the Equipment and
Software shall be deemed accepted. If Customer provides a Deficiency Statement within the Test
Period, Licensor shall have 30 days to correct the deficiency, and the Customer shall have an
additional 60 days to evaluate the Equipment and Software. If the Equipment or Software does
not meet the Specifications at the end of the second 60 day period, the County may terminate this
Contract. Upon any such termination, Contractor shall, at Contractor’s cost, remove all equipment
and software from County premises and equipment. Customer shall return all Equipment and
Software to Licensor, and Licensor shall refund any monies paid by Customer to Licensor
therefore (are we saying we get a complete refund of any monies paid to date?). Upon completion
of these terms, neither party shall then have any further liability to the other for the products that
were the subject of the Acceptance Test.
3.5 INFRINGEMENT DEFENSE INDEMNIFICATION: (AS APPLICABLE)
3.5.1 Defense and Indemnity: Contractor shall defend, Participate and Share in the Cost, as
defined below, in the full defense of the County against any Claim, as defined below, 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: (i) County promptly notifies Contractor of
the Claim in writing upon made aware of the Claim; (ii) County gives Contractor lead
authority and County being 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 (iii) County provides all information and assistance
reasonably requested by Contractor to handle the defense or settlement of the Claim. For
purposes of this Section, “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. For the purposes of this section, “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.

SERIAL 16076-RFP
3.5.2 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: (i) procure for County the right to continue use of the Product; (ii) replace or
modify the software; or to the extent that neither (i) nor (ii) are deemed commercially
practicable, (iii) refund to County a pro-rated portion of the applicable fees for software
based on a linear depreciation monthly over 10 year useful life, in which case County will
cease all use of software and return it to Contractor.
3.5.2.1 Exceptions: Contractor will have no defense or indemnity obligation for any
Claim based on: (i) modifications by someone other than Contractor; (ii)
software has been modified by Contractor in accordance with County-provided
specifications or instructions; (iii) use or combination by the County of software
with Third Party Products, open source or freeware technology; (iv) Third Party
Products, open source or freeware technology; (v) 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; (vi) 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 (vii) the amount of revenue or profits
earned or other value obtained by the use of Products, or the amount of use of
the Products. “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: (i) embedded in Third
Party Products (i.e., not recognizable as standalone items); and (ii) not identified
as separate items on Contractor’s price list, quotes, order specifications forms or
Documentation.
3.5.3 The foregoing states Contractor’s entire liability, and County’s sole and exclusive remedy
except as provided at law or equity, with respect to any infringement or misappropriate of
any intellectual property rights of another party.
3.6 SOURCE CODE ESCROW REQUIREMENT (IF REQUIRED):
3.6.1 The Contractor shall provide all source code and any updates or fixes for the Contractor
Commercial Off the Shelf (“COTS”) application software that Maricopa County has
purchased from Contractor for safekeeping with a mutually acceptable escrow agent
within thirty (30) days of award. The software source deposited with the escrow agent
will be a snapshot of all source code maintained by Contractor in the form of a Microsoft
Visual Source Safe Archive. In this way, as beneficiary of the escrow agreement between
Contractor and escrow agent, Maricopa County will have access to all source code of the
products that they license for all versions of the software. Furthermore, the escrowed
code shall include all code specifically developed for Maricopa County including, but not
limited to: interfaces, Extraction-Transformation-Loading (ETL) routines for data
conversion, and all custom code. Upon taking possession of the source code, Maricopa
County will have the right to use the source for products that they license in the versions
currently installed on the System or any subsequent versions in the archive. Contractor
will make a deposit of the Source Safe Archive with the escrow agent once every six (6)
months.
3.6.2 Maricopa County hereby agrees to pay the yearly standard fee for a beneficiary of the
source code.
3.6.3 Maricopa County shall have access to the source code in the event any of the following
circumstances:

SERIAL 16076-RFP
3.6.3.1 The sale, assignment, or transfer to any third party of any of Contractor’s rights
in the licensed product (or any portion thereof) if such sale, assignment, or
transfer would prevent Contractor from fully performing any of its obligations
under any agreement with Maricopa County;
3.6.3.2 Contractor becomes insolvent or commits any affirmative act of insolvency, or
generally fails to pay, or admits in writing its inability to pay, debts as they
become due, makes a general assignment for the benefit of creditors, files a
voluntary petition of bankruptcy, suffers or permits the appointment of a
receiver for its business or assets, becomes subject to any proceeding under, or
case in, any bankruptcy or insolvency law, or Contractor takes any action to
authorize, or in the furtherance of, any of the foregoing;
3.6.3.3 Contractor discontinues providing full support and maintenance services for the
licensed product in accordance with its obligations pursuant to any agreement
with Maricopa County;
3.6.3.4 Contractor has ceased to do business or improperly refuses to provide any
services pursuant to any agreement with Maricopa County;
3.6.3.5 Contractor has breached (and if subject to a cure period, has not cured such
breach within such period) any material term or condition of any agreement with
Maricopa County;
3.6.3.6 Any change of control of Contractor or Contractor’s parent company, where
such party is acquired, directly or indirectly, in a single transaction or series of
related transactions, or all or substantially all of the assets of such party are
acquired by any entity, or such party is merged with or into another entity to
form a new entity; or
3.6.3.7 Any other circumstance in which Maricopa County is entitled to access or use
the applicable deposit materials (including, but not limited to, the source code)
under the express terms of any agreement between Contractor and Maricopa
County.
3.6.4 Upon Maricopa County taking possession of the source code, Maricopa County hereby
agrees as follows:
3.6.4.1 Maricopa County accepts full and total responsibility for the safekeeping of the
source code. Maricopa County agrees that such source code shall be subject to
the restrictions of transfer, sale, and reproduction placed on the software itself as
stated in the software license signed by all parties.
3.6.4.2 Maricopa County agrees to only use source code related to applications for
which they own a license. There will be source from other applications in the
archive.
3.6.4.3 Maricopa County agrees, if so ordered by a court of competent jurisdiction, to
compensate Contractor for any and all damages Contractor suffers, to include
reasonable attorney’s fees, resulting directly or indirectly from, but not limited
to, the mishandling, misuse, or theft of the source code, regardless of intent, or
the absence thereof, by Maricopa County, its employees, agents and third-party
contractors..
3.6.4.4 No license under any trademark, patent, copyright, or any other intellectual
property right, is either granted or implied by the disclosure of the source code
to Maricopa County. The Contractor’s disclosure of the source code to
Maricopa County shall not constitute any representation, warranty, assurance,
guarantee or inducement by the Contractor to Maricopa County of any kind,

SERIAL 16076-RFP
and, in particular, with respect to the non-infringement of trademarks, patents,
copyrights, or any other intellectual property rights, or other rights of third
persons or of Contractor.
3.6.4.5 Contractor will not be responsible for maintaining the source code.
Furthermore, Contractor will not be liable for any consequences related to the
use of source code modified by Maricopa County.
3.7 TRAINING:
The Contractor shall provide a minimum of (TBD BY PROJECT) (hours or days) to completely
train County personnel in the use and care of the equipment. All training to take place on-site at
Maricopa County.
3.8 WARRANTY:
3.8.1 All items furnished under this Contract shall conform to the requirements of this Contract
and shall be free from defects in design, materials and workmanship.
3.8.2 The warranty period for workmanship and materials shall be for an initial period of
twelve (12) months and commence upon acceptance by County.
3.8.2.1 The Contractor shall indicate on the Price Sheet the duration of the warranty
and any applicable limitations or conditions which may apply.
3.8.2.2 The Contractor agrees that he will, at his own expense, provide all labor and
parts required to remove, repair or replace, and reinstall any such defective
workmanship and/or materials which becomes or is found to be defective
during the term of this warranty. The Contractor shall guarantee the
equipment to be supplied complies with all applicable regulations.
3.9 FACTORY AUTHORIZED SERVICE AVAILABILITY: (AS APPLICABLE)
The Contractor shall have and maintain a local factory authorized service facility within the
Phoenix, Arizona metropolitan area. The facility shall be capable of supplying and installing
component parts, troubleshooting, repairing and maintaining the material(s). Minimum service
hours shall be from 8:00 A.M. through 5:00 P.M., Arizona Time, Monday through Friday.
3.10 USAGE REPORT:
The Contractor shall furnish the County a usage report upon re quest delineating the acquisition
activity governed by the Contract. The format of the report shall be approved by the County.

SERIAL 16076-RFP
EXHIBIT C
OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY
1.0 All contract-related travel plans and arrangements shall be prior-approved by the County Contract
Administrator.
2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District
(County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA)
domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to
determine rates (no exceptions): www.gsa.gov
2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be
reimbursed. They should be included in the contractor’s hourly rate as an overhead charge.
2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or
incidentals.
3.0 Commercial air travel shall be reimbursed as follows:
3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when
preapproved in writing by the County Contract Administrator as a result of the business need of
the County when there is no lower fare available.
3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the
time of contract signing) will be reimbursed. Under no circumstances will the County reimburse
for airfares related to transportation to or from an alternate site.
3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air
travel.
4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the
trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the
same travel period will not be permitted without prior written approval by the County Contract
Administrator.
4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the
contractor. The County will not reimburse contractor if the contractor chooses to purchase 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,

SERIAL 16076-RFP
fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees,
and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not
reimbursable.
6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in
individual contracts.
7.0 Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per
diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator.
No travel and per diem expenses shall be paid by County without copies of the written consent as described
in this policy and copies of all receipts.