15079- CONTRACT.PDF

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CONTRACT PURSUANT TO IGA
SERIAL 15079-IGA
This Contract is entered into this 5th day of August, 2015 by and between Maricopa County ("County"), a political
subdivision of the State of Arizona and WIST Office Products, an Arizona corporation ("Contractor") for the
purchase of office products and services.
1.0 CONTRACT TERM:
This Contract is for a term of three (3) years, beginning on the 5th day of August, 2015 and ending
the 31' day of August, 2018.
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of three (3) 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
annual anniversary. Requests for adjustment in cost of labor and/or materials must be supported
by appropriate documentation. If County agrees to the adjusted fee, County shall issue written
approval of the change. The reasonableness of the request will be determined by comparing the
request with the (Consumer Price Index) or by performing a market survey.
3.0 PAYMENTS:
3.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit "A."
3.2 Payment shall be made upon the County's receipt of a properly completed invoice.
3.3 INVOICES:
3.3.1 The Contractor shall submit 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, or
County purchase order number
Invoice number and date
Payment terms
Date of delivery

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Quantity
Contract Item number(s)
Description of Purchase (product)
Pricing per unit of purchase
Freight (if applicable)
Extended price
Total Amount Due
3.3.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on
the Purchase Order.
3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa
County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Contractor shall complete the Vendor Registration
Form located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/Fi nance/Vendo rs.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 APPLICABLE TAXES:
3.4.1 State and Local Transaction Privile2e Taxes: Maricopa County is subject to all
applicable state and local transaction privilege taxes. To the extent any state and local
transaction privilege taxes apply to sales made under the terms of this contract_it is the
responsibility of the seller to collect and remit all applicable taxes to the proper taxing
jurisdiction of authority.
3,4.2 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and
local taxes applicable to its operation and any persons employed by the Contractor.
Contractor shall, and require all subcontractors to hold Maricopa County harmless from
any responsibility for taxes, damages and interest, if applicable, contributions required
under Federal, and/or state and local laws and regulations and any other costs including
transaction privilege taxes, unemployment compensation insurance, Social Security and
Worker's Compensation.
3.5 TAX: (SERVICES)
No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and
all taxes and include the same in proposal price.
3.6 VOLUNTARY EMPLOYEE DISCOUNTS
3.6.1 Vendors may voluntarily offer discounts to County employees for products or services
provided under this contract. Whether a vendor offers or does not offer an employee
discount is not a factor in nor considered in the evaluation of responses to this
solicitation.
3.6.2 Any discount offered is part of a commercial transaction between the vendor and
individual County employees and the County is not a party to the transaction. Any
disputes or issues arising from an individual commercial transaction between the vendor
and an individual County employee are a matter between the vendor and the employee.
If a discount is offered, the terms will be announced to County employees.

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4,0 AVAILABILITY OF FUNDS:
4.1 The provisions of this Contract relating to payment for services shall become effective when funds
assigned for the purpose of compensating the Contractor as herein provided are actually available
to County for disbursement. The County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep the Contractor fully informed as to the
availability of funds.
4,2 If any action is taken by any state agency, Federal department or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection
with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in
connection with, this Contract. In the event of termination, County shall be liable for payment
only for services rendered prior to the effective date of the termination, provided that such services
are performed in accordance with the provisions of this Contract. County shall give written notice
of the effective date of any suspension, amendment, or termination under this Section, at least ten
(10) days in advance.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibit "B", or as otherwise directed in writing
by the Procurement Officer.
5.2 During the Contract term, County may provide Contractor's personnel with adequate workspace
for consultants and such other related facilities as may be required by Contractor to carry out its
contractual obligations.
6.0 TERMS and CONDITIONS:
6.1 INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses
are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend
indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers,
directors, officials, and employees from and against all claims, damages, losses, and expenses
(including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and
attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the
negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, officers, directors, officials, and employees shall arise in connection with any claim,
damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to,
impairment of, or destruction of tangible property, including loss of use resulting there from,
caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but
only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any
one directly or indirectly employed by them, or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss, or expense is caused in part by a party
indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be
construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
6.2 INSURANCE.
6.2.1 Contractor, at Contractor's own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or

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companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
6.2.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of County,
constitute a material breach of this Contract.
6.2.3 Contractor's insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
6.2.4 Any failure to comply with the claim reporting provisions of the insurance policies or any
breach of an insurance policy warranty shall not affect the County's right to coverage
afforded under the insurance policies.
6.2.5 The insurance policies may provide coverage that contains deductibles or self-insured
retentions. Such deductible and/or self-insured retentions shall not be applicable with
respect to the coverage provided to County under such policies. Contractor shall be
solely responsible for the deductible and/or self-insured retention and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
6.2.6 The insurance policies required by this Contract, except Workers' Compensation and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
6.2.7 The policies required hereunder, except Workers' Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor's work or service
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
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.

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Contractor, its contractors and its subcontractors waive all rights against County and its
agents, officers, directors and employees for recovery of damages to the extent these
damages are covered by the Workers' Compensation and Employer's Liability or
commercial umbrella liability insurance obtained by Contractor, its contractors and its
subcontractors pursuant to this Contract.
6.2.11 Errors and Omissions (Professional Liability) Insurance.
Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial
Umbrella insurance, which will insure and provide coverage for errors or omissions or
professional liability of the CONTRACTOR, with limits of no less than 52,000,000 for
each claim.
6.2.12 Certificates of Insurance.
6.2.12.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the
Contract in the form provided by the County, issued by Contractor's
insurer(s), as evidence that policies providing the required coverage,
conditions and limits required by this Contract are in full force and effect.
Such certificates shall identify this contract number and title.
6.2.12,2 In the event any insurance policy (ies) required by this contract is (are) written
on a "claims made" basis, coverage shall extend for two years past completion
and acceptance of Contractor's work or services and as evidenced by annual
Certificates of Insurance.
6.2.12.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County fifteen (15) days prior to the expiration date.
6.2.13 Cancellation and Expiration Notice.
Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.
6.3 FORCE MAJEURE
6.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the other
party on account of any loss or damage resulting from any delay or failure to perform all
or any part of this Contract if such delay or failure is caused by events, occurrences, or
causes beyond the reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake,
storm, hurricane or other natural disaster), war, invasion, act of foreign enemies,
hostilities (whether war is declared or not), civil war, riots, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities,
nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike,
interruption or failure of electricity or telecommunication service,
6.3.2 Each party, as applicable, shall give the other party notice of its inability to perform and
particulars in reasonable detail of the cause of the inability. Each party must use best
efforts to remedy the situation and remove, as soon as practicable, the cause of its
inability to perform or comply.
6.3.3 The party asserting Force Majeure as a cause for non-performance shall have the burden
of proving that reasonable steps were taken to minimize delay or damages caused by
foreseeable events, that all non-excused obligations were substantially fulfilled, and that
the other party was timely notified of the likelihood or actual occurrence which would
justify such an assertion, so that other prudent precautions could be contemplated.

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6.3.4 The County shall reserve the right to terminate this Contract and/or any applicable order
or contract release purchase order upon non-performance by Contractor. The County
shall reserve the right to extend the Contract and time for performance at its discretion,
6.4 REQUIREMENTS CONTRACT:
6.4.1 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.
6.4.2 County reserves the right to cancel Purchase Orders within a reasonable period of time
after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the
Contractor for actual and documentable costs incurred by the Contractor in response to
the Purchase Order. The County will not reimburse the Contractor for any costs incurred
after receipt of County notice of cancellation, or for lost profits, shipment of product prior
to issuance of Purchase Order, etc.
6.4.3 Contractors agree to accept verbal notification of cancellation of Purchase Orders from
the County Procurement Officer with written notification to follow. By submitting a bid
in response to this Invitation for Rids, the Contractor specifically acknowledges to be
bound by this cancellation policy.
6.5 SUSPENSION OF WORK:
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or
any part of the work of this contract for the period of time that the Procurement Officer determines
appropriate for the convenience of the County. No adjustment shall be made under this clause for
any suspension, delay, or interruption to the extent that performance would have been so
suspended, delayed, or interrupted by any other cause, including the fault or negligence of the
Contractor. No request for adjustment under this clause shall be granted unless the claim, in an
amount stated, is asserted in writing as soon as practicable after the termination of the suspension,
delay, or interruption, but not later than the date of final payment under the contract.
6.6 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 90 days
after the order is delivered to the Contractor, and for any further period to which the parties may
agree. The order shall be specifically identified as a stop work order issued under this clause.
Upon receipt of the order, the Contractor shall immediately comply with its terms and take all
reasonable steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to
the Contractor, or within any extension of that period to which the parties shall have agreed, the
Procurement Officer shall either-
6.6.1 Cancel the stop-work order; or
6.6.2 Terminate the work covered by the order as provided in the Default, or the Termination
for Convenience of the County, clause of this contract.
6.6.3 The Procurement Officer may make an equitable adjustment in the delivery schedule
and/or contract price, or otherwise, and the contract shall be modified, in writing,
accordingly, if the Contractor demonstrates that the stop work order resulted in an
increase in costs to the Contractor.

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6.7 UNCONDITIONAL TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the resultant Contract for convenience by providing sixty (60)
calendar days advance notice to the Contractor.
6.8 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this contract in whole or
in part if the Contractor fails to:
6.8.1 Deliver the supplies or to perform the services within the time specified in this contract or
any extension;
6.8.2 Make progress, so as to endanger performance of this contract; or
6.8.3 Perform any of the other provisions of this contract.
6.8.4 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.
6.9 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to
A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County from any other party to the contract arising as the result of the Contract.
6.10 CONTRACTOR LICENSE REQUIREMENT:
6.10.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and
fees necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. The Respondent shall keep fully informed of
existing and future trade or industry requirements. Federal, State and Local laws,
ordinances, and regulations which in any manner affect the fulfillment of a Contract and
shall comply with the same. Contractor shall immediately notify both Office of
Procurement Services and the using agency of any and all changes concerning permits,
insurance or licenses.
6.10.2 Respondents furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. A Respondent is not relieved of its obligation to posses the required licenses by
subcontracting of the labor portion of the Contract. Respondents are advised to contact
the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain
licensing requirements for a particular contract. Respondents shall identify which
license(s), if any. the Registrar of Contractors requires for performance of the Contract.
6.11 SUBCONTRACTING:

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GA IA 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.
6.11.2 The Subcontractor's rate for the job shall not exceed that of the Prime Contractor's rate,
as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher
rates or the County has approved the increase. The Subcontractor's invoice shall be
invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the
County, without mark-up. A copy of the Subcontractor's invoice must accompany the
Prime Contractor's invoice.
6.12 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.
6.13 ADDITIONS/DELETIONS OF SERVICE:
6.13.1 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.
6.13.2 The County reserves the right of final approval on proposed staff for all Task Orders.
Also, upon request by the County, the Contractor will be required to remove any
employees working on County projects and substitute personnel based on the discretion
of the County within two business days, unless previously approved by the County.
6.14 VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of the Contract.
6.15 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.
6.16 RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional cost
or other restriction except as may be established by law or applicable regulation. Each party shall
supply to the other party, upon request, any available information that is relevant to a Contract and
to the performance thereunder.
6.17 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://azinemorv.azlibrarv.gov/cdm/singleitenn/collection/execorders/id/680/recll 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.

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6.18 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.18.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor
6.18.1.1 is not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
6.18.1.2 have not within 3-year period preceding this Contract been convicted of or had a
civil judgment rendered against them for commission of fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a
public (Federal, State or local) transaction or contract under a public transaction;
violation of Federal or State antitrust statues or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
6.18.1.3 are not presently indicted or otherwise criminally or civilly charged by a
government entity (Federal, State or local) with commission of any of the
offenses enumerated in paragraph (2) of this certification; and
6.18.1.4 have not within a 3-year period preceding this Contract had one or more public
transaction (Federal, State or local) terminated for cause of default.
6.18.2 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related to this Contract.
6.19 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.19.1 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. 1-9 forms are available
for download at USCIS.GOV .
6.19.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.19.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the
County's intent to inspect and shall make the documents available at the time and date
specified. Should the County suspect or find that the Contractor or any of its subcontractors
are not in compliance, the County will consider this a material breach of the contract and
may pursue any and all remedies allowed by law, including, but not limited to: suspension
of work, termination of the Contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
6.20 INFLUENCE:

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As prescribed in MCI-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 MCI-902.
An attempt to influence includes, but is not limited to:
6.20.1 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,
6.20.2 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.
6.21 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.21.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the
Contractor agrees to retain all books, records, accounts, statements, reports, files, and
other records and back-up documentation relevant to this Contract for six (6) years after
final payment or until after the resolution of any audit questions which could be more
than six (6) years, whichever is latest. The County, Federal or State auditors and any
other persons duly authorized by the Department shall have full access to, and the right to
examine, copy and make use of, any and all said materials.
6.21.2 If the Contractor's books, records, accounts, statements, reports, files, and other records
and back-up documentation relevant to this Contract are not sufficient to support and
document that requested services were provided, the Contractor shall reimburse Maricopa
County for the services not so adequately supported and documented.
6.21.3 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.

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6.22 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.
6.23 OFFSET FOR DAMAGES:
In addition to all other remedies at Law or Equity, the County may offset from any money due to
the Contractor any amounts Contractor owes to the County for damages resulting from breach or
deficiencies in performance of the contract.
6.24 PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by
the Records Manager at the Office of Procurement Services. Offers shall be open to public
inspection and copying after Contract award and execution, except for such Offers or sections
thereof determined to contain proprietary or confidential information, by the Office of
Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract
should not be released in response to a public record request under Arizona law, the Offeror shall
indicate the specific information deemed confidential or proprietary and submit a statement with
its offer detailing the reasons that the information should not be disclosed. Such reasons shall
include the specific harm or prejudice which may arise from disclosure. The Records Manager of
the Office of Procurement Services shall determine whether the identified information is
confidential pursuant to the Maricopa County Procurement Code.
6.25 PRICES:
Contractor warrants that prices extended to County under this Contract are no higher than those
paid by any other customer for these or similar services.
6.26 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.
6.27 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.
6.28 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
6.29 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.

SERIAL 15079-IGA
6.30 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.30.1 Exhibit A, Pricing;
6.30.2 Exhibit B, Scope of Work
6.30.3 Exhibit B-I, Vendor Response;
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
W1ST Office Products
Attn: Mr. Bill Strait
107W. Julie Dr.
Tempe, AZ 85283

SERIAL 15079-IGA
IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
acw,59;t5C__
AUTHORIZED SIGNATURE
giu STitA k 516k PIG-(2—
PRINTED NAME AND TITLE
TcyvorE, Az 8 S-233
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ADDRESS
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DA E
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
LEGAL COUNSEL DATE

SERIAL I5079-IGA
EXHIBIT A
PRICING
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Rebate as follows:
1% for purchases in excess of 1 MM
2% for purchases in excess of 3 MM
3% for purchases in excess of 5 MM
There would be additional 2% rebate for Tru image cartridges which are less expensive compared to OEM..
We can provide a 2% at checkout and the other rebates would be delivered at the end of each one year
period
Rebate at $5 MM would be $150.000 and an estimated additional 2% rebate based on usage from Superior
Court would be S18.000
This is based on ACS transfer or paid by check

SERIAL 15079-IGA
EXHIBIT B
SCOPE OF WORK
1.0 INTENT:
The intent of the Contract is for the provision of a comprehensive line of Office Products and Services. The
required products and services shall be obtained through an on-line ordering system; however, the Vendor
shall have the ability to receive orders and related documents by fax and phone at the County's discretion.
Without regards to the marked section on the pricing page regarding other entities use of this contract, the
Maricopa County Superior Court and its related departments may use this contract with the agreement of
the County and the vendor and all sales will be included in the rebate calculation.
2.0 SCOPE OF WORK:
2.1 Minimum Requirements:
2.1.1 Respondent shall be in business at least five (5) years providing office supplies and
products to other entities that are equivalent or similar to the products and services
provided to Maricopa County.
2.1.2 Provide an online ordering system to all authorized users
2.1.3 Next-day, desktop delivery for at least 95% of items available in vendor's catalog.
2.1.4 Separate login and password for each Agency Order Representative.
2.1.5 Packing slips accompanying each delivery.
2.1.6 All deliveries shall be free of excess promotional items and products, unless prior
authorization has been received from Office of Procurement Services (OPS).
2.1.7 Ability to accept payment through P-Card (credit-card) for online orders.
2.1.8 Access to on -line capabilities for reprinting invoices, statements, etc.
2.1.9 Monthly usage and billing reports available in various formats such as Adobe.pdf and
Microsoft Excel.
2.1.10 All purchase prices must be auditable by Agency staff.
2.1.11 Provide annual business review and reports that analyze purchases by agency,
department, and/or division of issues including overall spend, spend by categories, online
ordering use, recycled/green product use and historically under-utilized business use on a
quarterly and annual basis.
2.1.11.1 Provide a report by agency and users within the agency.
2.1.12 Provide printed catalogs for each agency and ordering representative at no charge to the
agency.
2.1.13 Ability to customize catalogs for different accounts in both print and online ordering
systems.
2.1.14 The ability to provide a punch-out system.
2.1.15 A primary account representative to support Agency Order Representatives.
2.1.16 A primary account representative to support Agency Accounts Payable.

SERIAL 15079-IGA
2.1.17 Have the capability to restrict ("lock" or "block") SKU 's from purchase as dictated by the
Agency.
2.1.18 Adding, Editing and Deleting of Agency Order Representatives and delivery locations
able to be done by 3-4 designated Agency administrators.
2.1.19 Ability to provide discounts at checkout for all accounts.
2.1.19.1 Ability to provide separate rebate checks by Maricopa County fiscal year end of
June 30th for excess discounts to individual accounts.
2.1.20 Provide training for new users and departments within Maricopa County at the designated
facility.
2.2 Delivery:
2.2.1 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.
2.2.2 All deliveries shall be F.O.B. destination, freight prepaid and allowed. All
freight/delivery shall be included in unit prices. Vendors are to specify if there is any
price or delivery cost adjustments or alternative delivery methods for locations outside
the Phoenix metropolitan areas. The County will only pay freight for special orders or
orders that require rush shipping per the Order Representative's direction. It is the
vendor's responsibility to check with the Using Agency for verification of delivery days,
times and locations.
2.3 Background Check:
Bidders/proposers need to be aware that there may be multiple background checks (Sheriff's
Office, County Attorney's Office, Courts as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. These background
checks may include but are not limited to finger printing, PREA (Prison Rape Elimination Act)
documents. This applies to (but is not limited to) the company, sub-contractors and employees
and the failure to pass these checks shall deem the respondent non-responsible.

SERIAL I5079-IGA
EXHIBIT B-1
VENDOR RESPONSE
1.0 SCOPE OF WORK:
1.1 Minimum Requirements:
1.1.1 Respondent shall be in business at least five (5) years providing office supplies and
products to other entities that are equivalent or similar to the products and services
provided to Maricopa County.
WIST Office Products has been serving Arizona-based businesses since 1955. This
third-generation company has worked closely with thousands of businesses over
time, including many large government customers with multiple ship to locations.
WIST has remained focused on the traditional business to business sales model
ensuring that customers receive the highest level of service, price and overall value.
By remaining committed to one model, focusing on business customers, we are able
to provide nationwide next day desktop delivery efficiently, and in a cost-effective
manner.
WIST has been recognized for these efforts over the last 10 years by receiving the
Best of the Best Award from Ranking Arizona. WIST was recognized as having the
highest level of customer service by its customers as well as the community at large
for ten years in a row.
1.1.2 Provide an online ordering system to all authorized users.
WIST Office Products provides customers with a robust website. Our website was
developed in-house and can be customized upon request to meet your specific
needs. WIST's website has been ranked as one of the best in the industry.
Currently we process over 80% of our orders through the site. WIST is constantly
making improvements and updates to the website to enhance the customer's
experience. Beginning in the first quarter of 2015, WIST will be implementing a
service called Smart Search which will have a suite of web services created to make
market leading search and navigation capabilities available. The result will be
increased category navigation, product search, sort filtering, search within search,
comparison charts, detailed product specifications and printer supplies finder.
Agency Specific Customization — WIST is open to customizing your site to meet
your needs. We work with many customers that require specific features an our
site. All customization is included as part of our service package so there is no
additional charge to your agency.
Pricing — Your agency's contracted price is listed on the website when users log on.
Core items are noted by an icon to provide added direction for agency employees
using the site.
Individual Log on — Each user is provided with a unique user id and generic
password. When the user first logs into the system they are asked to change their
password. Users can change their password as needed. When an agency employee
is terminated or leaves the company WIST will disable their user information as
well.
Security — W1ST Office Products uses generally accepted best practice techniques to
maintain full network security. All data transmitted during a web session is
encrypted to ensure sensitive data is transmitted over public networks in a secure
fashion. We employ multiple firewalls configured into a DMZ to provide a high
level of security to our network from attacks from the internet. WIST uses anti-
virus software for all of our local PCs as well as our inbound and outbound email to

SERIAL I5079-IGA
ensure that we do not have any viruses that may compromise our network. In order
to protect our customer sensitive data we restrict access to information with our
business system and audit system access regularly.
Approval of spending limits — Our website currently possesses the functionality to
incorporate approvals based on dollars spent, purchases off the core list, total order
limits, etc. We are able to customize the approval process to best suit your needs.
Modifications are made by user so various users can also have various levels of
purchasing flexibility.
Customization of home page - When you log onto our demo site, you will see a
customized log on page. This page can be customized for each Agency. We also
create customized landing pages that are created specifically for your Agency
employees.
Demo User ID's — During negotiation the County will have access to three user id's
which will allow you to use the system as an administrator (full access), as a general
user (limited access) and as a user who can just place orders for one location.
PO Balance Tracking- For those departments utilizing blanket POs, WIST has
developed a balance tracker feature which notifies the end user of their balance
every time they check out. If an end user exceeds their balance, the administrator
has the ability to block the purchase or notify the end user.
1.1.3 Next-day, desktop delivery for at least 95% of items available in vendor's catalog.
W1ST Office Products has built an efficient logistics network in order to keep up
with our customers' demand as well as next day delivery. In fact, W1ST is the
recent recipient of the Industry Leader Award for Distribution and Logistics which
was judged by independent local and national leaders. In order to accomplish this,
WIST stocks nearly 10% of the nearly 30,000 skus available, which represents
nearly 60% of our customer's usage. In addition, WIST belongs to a national
network for office suppliers which give WIST access to local inventory, resulting in
a 98% fill rate for next day delivery.
1.1.4 Separate login and password for each Agency Order Representative.
Individual Log on — Each user is provided with a unique user id and generic
password. When the user first logs into the system they are asked to change their
password. Users can change their password as needed. When an agency employee
is terminated or leaves the company WIST will disable their user information as
well.
1.1.5 Packing slips accompanying each delivery.
Each order is accompanied with a packing slip.
1.1.6 All deliveries shall be free of excess promotional items and products unless prior
authorization has been received from the Office of Procurement Services (OPS).
Deliveries will be flagged in the system to be free of marketing material.
1.1.7 Ability to accept payment through P-Card (credit-card) for online orders.
Website accepts credit card orders. Over 1/3 of all orders are completed with a
credit card on our site.

SERIAL I5079-IGA
1.1.8 Access to on-line capabilities for reprinting invoices, statements, etc,
WIST Office Products has a very easy to utilize order history tab. On this tab,
customers can track orders by customer PO (if applicable), order number, order
date, invoice date or amount purchased. On this screen "Status" indicates if orders
have been entered, pending or invoiced. WIST orders are not invoiced unless the
item has been shipped. In addition this screen also has the ability to search by
keyword for the customer's convenience.
1.1.9 Monthly usage and billing reports available in various formats such as Adobe.pdf and
Microsoft Excel.
WIST Office Products has an elaborate inventory of customizable reports. All reports are
available in Excel format and can be delivered electronically upon request. Included
you'll find a sampling of some basic reports available to your agency. Again, all reports
are customizable and can be delivered monthly, quarterly, annually.
1.1.10 All purchase prices must be auditable by Agency staff.
A complete price file, from which you can perform a detailed monthly audit will be
provided.
1.1.11 Provide annual business review and reports that analyze purchases by agency,
department, and/or division of issues including overall spend, spend by categories, online
ordering use, recycled/green product use and historically under-utilized business use on a
quarterly and annual basis.
WIST will also facilitate quarterly business reviews. These reviews provide a time to
discuss the entire program and review all aspects of your account including pricing,
service, deliveries, product quality, upcoming projects and needs, etc. We also review
usage and determine if your Agency Representatives are utilizing the Core Items list
effectively, recycled/green products use and more during these reviews.
1.1.11.1 Provide a report by agency and users within the agency.
WIST facilitates quarterly business reviews. We typically schedule these for the
entire year when a contract is awarded. The business review provides a
dedicated time to discuss all aspects of your account. The following areas are
reviewed:
• Compliance with utilizing Core List
• Usage by location, department, and user
• Top categories purchased
• Percentage of dollars saved by utilizing alternative items
• Service and Delivery
• Fill rate and percentage of orders place online, through customer
service, and fax
• Any special projects scheduled in the future and how W1ST can
help.
1.1.12 Provide printed catalogs for each agency and ordering representative at no charge to the
agency.
Catalogs — W1ST provides both paper and online catalogs free of charge
1.1.13 Ability to customize catalogs for different accounts in both print and online ordering
systems.
We are able to create custom catalogs in print or for online ordering.

SERIAL 15079-IGA
1.1.14 The ability to provide a punch-out system.
WIST offers punch-out service to its customers at no charge.
1.1.15 A primary account representative to support Agency Order Representatives.
Maricopa County will receive both a dedicated Key Account Manager and a
dedicated Customer Care Representative, in addition your account will be supported
by our entire customer service and IT groups.
Customers can reach their Key Account Manager by email, cell phone or by
contacting the office. All Key Account Managers maintain their communications
through cell phones, tablets and laptops, to better serve customers while they are in
the field.
Account Managers can facilitate one on one training sessions with new Agency
Representatives and WIST will also provide training webinars upon request.
1.1.16 A primary account representative to support Agency Accounts Payable.
The same Account Manager will support Agency Accounts Payable along with our
local Accounts Receivables team.
1.1.17 Have the capability to restrict ("lock" or "block") SKU's from purchase as dictated by the
Agency.
WIST currently offers this service to Maricopa County Superior Courts, State of
Arizona, APS, SRP and many other large customers.
1.1.18 Adding, Editing and Deleting of Agency Order Representatives and delivery locations
able to be done by 3-4 designated Agency administrators.
WIST will provide a specific user portal allowing an Agency Representative to manage
the administration of online programs. Training will be provided during the
implementation process and dedicated IT Support will be assigned to your account.
Currently Administrators are able to create/delete users, share/copy favorite lists, assign
blanket PO's, and have full access to accounts receivable. Administrators will have the
additional features of adding/deleting ship to locations, adding/deleting cost centers, and
the ability to assign credit card information to users. In addition, Administrators will be
able to set weekly, monthly, and/or annual budgets by ship to, user, cost center or
department.
1.1.19 Ability to provide discounts at checkout for all accounts.
We can provide discounts at checkout. We currently offer this to some school
districts.
1.1.19.1 Ability to provide separate rebate checks by Maricopa County fiscal year end of
June 3Øt excess discounts to individual accounts.
Yes we can provide separate rebate checks for excess discounts.
1.1.20 Provide training for new users and departments within Maricopa County at the designated
facility.
WIST provides various options for training and implementation for new and existing
agency Order Representatives. During the implementation phase WIST provides a
schedule of training dates and times for both on-site training and webinars. These
sessions provide the Agency Order Representative with the following:

SERIAL 15079-IGA
• Introduction to W1ST
• Complete Website Tutorial
• Complete information on points of contact (sales, accounting, IT, etc.)
• Time for QSr A regarding services available to their agency
WIST also can provide an online tutorial for website users. A link can be placed directly
on your website or on the customizable home page on www.wist.com . Additional one-
on-one training sessions will be administered as needed.
1.2 Delivery:
1.2.1 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.
• Order Cut-off times — WIST allows customers to place orders up until 5:00 pm
for next day delivery.
• Fill Rate — W1ST maintains a 99.7% fill rate. Backorders are minimal for WIST
customers
• Next Day Delivery Standards — All orders are processed with free next day
delivery. This includes metro and rural locations.
1.2.2 All deliveries shall be F.O.B. destination, freight prepaid and allowed. All
freight/delivery shall be included in unit prices. Vendors are to specify if there is any
price or delivery cost adjustments or alternative delivery methods for locations outside
the Phoenix metropolitan areas. The County will only pay freight for special orders or
orders that require rush shipping per the Order Representative's direction. It is the
vendor's responsibility to check with the Using Agency for verification of delivery days,
times and locations.
• Next Day Delivery Standards — All orders are processed with free next day
desktop delivery. This includes metro and rural locations.
• Delivery Method — Deliveries will be made from a WIST truck and WIST driver
in most cases.
1.3 Background Check:
Bidders/proposers need to be aware that there may be multiple background checks (Sheriff's
Office, County Attorney's Office, Courts as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. These background
checks may include but are not limited to finger printing, PREA (Prison Rape Elimination Act)
documents. This applies to (but is not limited to) the company, sub-contractors and employees
and the failure to pass these checks shall deem the respondent non-responsible.
WIST Office Products owns and operates its own fleet of delivery trucks. Highly-qualified,
uniformed, friendly, background checked, and drug-tested drivers make daily deliveries. All
delivery personnel are regularly trained in equipment operation and safety. In the rare case of
remote delivery, WIST Office Products partners with a third party provider such as UPS or FedEx
to execute last-mile delivery.

SERIAL 15079-IGA
QUESTION & ANSWER #1
1. Does WIST have an Employee Discount Program? Provide details.
We usually create a separate employee account number, so employees can buy with a credit card at the
same price. We call it Maricopa County Employee Account....
2. Describe the reports function within your website.
Below are the basic reports from our site, but we also customize to fit the users request.
Spending
Reports
• User Repc rt s
••• .;:er:;• that Of ,,2 settip to order Oil the a:ccurn
• Spending Reports
Ship 7 0 r•E. ColI
• Order Size ReporM
• • ••••• .1".1•uotler
• Account Review
3. Explain how payments are processed using the Purchase Order (PO) function? Can a credit card be used if
the user is using PO's?
Your PO will be tied to our Invoice number(s) and during the reconcile process it will be clear which PO's
or invoices are being paid. We have great team n here that's very experienced and willing to assist. Credit
cards can used pay for any purchase included those associated with a PO.
4. Can credit card information be saved after initial entry?
Yes...see screen shot
One Time Credit Card:
Card Label:
Cardholder Name:
CreditCard Number:
Enter with no spaceE or speci21 characters
CVV2:
Expiration Date:
Save One Time Credit Card 1...`crriation

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5. Explain the process for notifying users of backorders.
Orders shipped and backorders are displayed on the confirmation emails and within Order History. If an
item is going to be on backorder longer than 48 hours an email or call is made to the user and their options
are presented to them.
Order Inquiry
Order Type
Order Invoiced 002 1344327 123436 03/28/2015 ya pod a c a $6.78 $6.73
Credit 1723786-0 Invoiced 002 134 3842 123456 05/27/2015 AR Ul Z $1.16 $/_/.6
Order 1723532-0 invoiced 002 1343342 123456 05/27/2015 ya pod ca $1.16 $1.16
Order 1710213-0 Invoked 001 133/401 PO Field 04121/2015 ssharp $1.58 $1.53
6. Explain how WIST can customize the website per agency. Would roles be defined the same no matter
which account you are assigned to? (See below for roles.)
We can create the process for users you've listed below and it can be the same or different across different
account numbers.
7. How are returns processed?
Once the credit has been entered our driver will there the next business day to pick up the item. It typically
takes 24-48 hours for our returns person(s) to complete the transaction and the credit fully applied back to
you.
Manage My Orders
Returns can :e
Lookup Orders. Invoice complet.€-]
Quotes onfine or
Order From History catilric J_Hir
Returns
8. Provide an outline for WIST's implementation process.
We use the process below and adapt according the clients specific needs.
Transition Preparation
Review Purchasing Model (Contract(s), Usage Reports, Pricing, Proprietary Products)
Review Logistics Model (Shipping/Delivery Requirements)
Discuss Customer Service Model (Support Contacts/Methods)
Review Administration Model (Establish Credit and Billing Requirements)
Verify Sales Model (Discuss Sales Tools and Goals/Requirements)
Understand Reporting Requirements (Usage/Compliance Reports)

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Systems Integration
Complete CRIP Forms (Client Requirements, Billing, and Usage Forms)
Complete Location List (Discuss Rural & Metro Locations)
Refine customizations made to E-Commerce Solution
Test Product Compliance (Contract Item Availability)
Review Structure With Client Project Director
Test all Processes and Systems
Client Site Training
Introduction email from Wist regarding the change
Conduct End user Training on site or through webinars
Verify completion of training
Go Live
Begin Service to all Applicable Client Locations
Gather Sales Call Reports to Assure Contact to all Client Sites
Report Contact Compliance and Review any questions or concerns

SERIAL 15079-IGA
WIST OFFICE PRODUCTS, PO BOX 24118, TEMPE, AZ 85285
PRICING SHEET: NIGP CODE 64500
Terms: NET 30
Vendor Number: W000012408 X
Telephone Number: 480/921-2900
Fax Number: 480/921-2121
Contact Person: Bill Strait
E-mail Address: bstrait@wist.com
Certificates of Insurance Required
Contract Period: To cover the period ending August 31,2017.