15057-DRAFT CONTRACT_2015 FINAL_DVS SIGNED.PDF
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COMPETITION IMPRACTICABLE CONTRACT SERIAL 15057-CI This Contract is entered into this _______ day of ____________, 2015 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Dominion Voting System, Inc., a Delaware corporation (“Contractor”) for the purchase of election equipment, software, support and maintenance. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of five (5) years, beginning on the 1st day of January, 2016 and ending the 31st day of December, 2020. 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) years, (or at the County’s sole discretion, extend the contract on a month-to-month basis for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 2.0 FEE ADJUSTMENTS: 2.1 Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. If County agrees to the adjusted fee, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the (Consumer Price Index) or by performing a market survey. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.” 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 3.3 INVOICES: 3.3.1 The Contractor shall submit in a manner acceptable to the County one (1) legible copy of their detailed invoice before payment(s) can be made. At a minimum, the invoice must provide the following information: Company name, address and contact County bill-to name and contact information Contract serial number County purchase order number Invoice number and date Payment terms SERIAL 15057-CI Date of service or delivery Quantity Contract Item number(s) Description of service provided Pricing per unit of service Freight (if applicable) Extended price Mileage w/rate (if applicable) Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the County as listed on the Purchase Order. 3.3.3 Payment shall be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/Finance/Vendors.aspx). 3.3.4 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.4 APPLICABLE TAXES: 3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.4.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. 3.5 TAX: (SERVICES) No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 4.0 AVAILABILITY OF FUNDS: 4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds. SERIAL 15057-CI 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 AND LIMITATION OF LIABILITY: 6.1.1 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. 6.1.2 Limitation of Liability. Contractor’s total aggregate liability for any loss, damage, costs or expenses under or in connection with this Agreement, howsoever arising, including without limitation, loss, damage, costs or expenses caused by breach of contract, negligence, strict liability, breach of statutory or any other duty shall in no circumstances exceed the total dollar amount of the Agreement. Contractor shall not be liable for any loss of profits, loss of business, loss of data, loss of use or any other indirect, incidental, special or consequential loss or damage, howsoever arising, incurred by the other party or any third party, whether in an action in contract, negligence or other tort, even if the parties or their representatives have been advised of the possibility of such damages. SERIAL 15057-CI 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. 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 Lessee’s work or services or use or maintenance of the Premises under this Contract. 6.2.10 Workers’ Compensation. SERIAL 15057-CI 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 Contractor 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 Lease. 6.2.11 Professional Liability. Contractor shall maintain Professional Liability insurance which will provide coverage for any and all acts 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 $3,000,000 aggregate claims. 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 SERIAL 15057-CI 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 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 WARRANTY OF SERVICES: 6.4.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the Contract, including all descriptions, specifications and attachments made a part of this Contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 6.4.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions of this Contract in the manner and to the same extent as services originally furnished hereunder. 6.5 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. The Contractor shall be entitled to receive just and equitable compensation for work in progress and all amounts owing to the Contractor for work completed and materials accepted before the effective date of the termination. 6.6 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 6.6.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 6.6.2 Make progress, so as to endanger performance of this contract; or 6.6.3 Perform any of the other provisions of this contract. 6.6.4 The County’s right to terminate this contract under these subparagraph may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.7 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person SERIAL 15057-CI significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Contract. 6.8 CONTRACTOR LICENSE REQUIREMENT: 6.8.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 6.8.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.9 SUBCONTRACTING: 6.9.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Bid Serial Number and identify the job project. 6.9.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice. 6.10 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.11 ADDITIONS/DELETIONS OF SERVICE: 6.11.1 The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.11.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.12 VALIDITY: SERIAL 15057-CI 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. 6.13 SEVERABILITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract. 6.14 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.15 NON-DISCRIMINATION: CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona‟s website http://www.azgovernor.gov/dms/upload/EO_2009_09.pdf which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any or any other individual in any way because of that person‟s age, race, creed, color, religion, sex, disability or national origin. 6.16 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 6.16.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor 6.16.1.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; 6.16.1.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 6.16.1.3 are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 6.16.1.4 have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. 6.16.2 The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.17 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: SERIAL 15057-CI 6.17.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.17.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.17.1 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. 6.18 INFLUENCE: As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 6.18.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, 6.18.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 6.19 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.19.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.19.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. SERIAL 15057-CI 6.19.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or deduction from current billings Submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.20 AUDIT DISALLOWANCES: If at any time, County determines that a cost for which payment has been made is a disallowed cost, such as overpayment, County shall notify the Contractor in writing of the disallowance. County shall also state the means of correction, which may be but shall not be limited to adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or to require repayment of the disallowed amount by the Contractor. 6.21 OFFSET FOR DAMAGES: In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 6.22 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information. by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 6.23 PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services. 6.24 INTEGRATION: This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied. 6.25 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. 6.26 GOVERNING LAW: SERIAL 15057-CI 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 6.27 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. 6.28 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.28.1 Exhibit A, Pricing; 6.28.2 Exhibit B, Scope of Work; 6.28.3 Exhibit C, Software License Agreement; and 6.28.4 Exhibit D, Office of Procurement Services Contractor Travel and Per Diem Policy. NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003-2494 For Contractor: Contracts Administrator Dominion Voting Systems Inc. 1201 18th St., Suite 210 Denver, CO 80202 SERIAL 15057-CI IN WITNESS WHEREOF, this Contract is executed on the date set forth above. CONTRACTOR AUTHORIZED SIGNATURE John Poulos PRINTED NAME AND TITLE 1201 18th St, Suite 210, Denver CO 80238 ADDRESS 6/12/15 DATE MARICOPA COUNTY CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: LEGAL COUNSEL DATE SERIAL 15057-CI EXHIBIT A PRICING SERIAL 15057-CI PRICING SHEET NIGP CODE: 57835 BIDDER NAME: Dominion Voting Systems, Inc. F.I.D./VENDOR #: BIDDER ADDRESS: 1201 18th St., Suite 210, Denver CO 80202 P.O. ADDRESS: BIDDER PHONE #: 720.257.5209 BIDDER FAX #: 303.291.3909 COMPANY WEB SITE: www.dominionvoting.com COMPANY CONTACT (REP): Sheree Noell, Director of Operations - West - 510.875.1253 E-MAIL ADDRESS (REP): Sheree.noell@dominionvoting.com OTHER GOV'T. AGENCIES MAY USE THIS CONTRACT: _____YES __X___ NO PAYMENT TERMS: NET 30 ____________________ # ITEM DESCRIPTION Services 2016 2017 2018 2019 2020 1 On-site Account Management & On-site $327,804.44 $327,804.44 $327,804.44 $327,804.44 $327,804.44 WinEDS Specialist 2 Pre-Lat & Public Tests, Major Elections (2 per year). Includes Insight, $281,681.09 $281,681.09 $281,681.09 $281,681.09 $281,681.09 Edge and related equipment 3 Pre-Lat & Public Tests, Minor Elections (2 per year). Includes Insight, $65,583.40 $65,583.40 $65,583.40 $65,583.40 $65,583.40 Edge and related equipment 4 Election Day Support Major Elections: Phone Bank, 400C Technicians. Pre-post Election Day Support - 400C Technician $33,866.56 $33,866.56 $33,866.56 $33,866.56 $33,866.56 5 Election Day Support Minor Elections: Phone Bank, 400C Technicians. Pre-post Election Day Support - 400C Technician $33,866.56 $33,866.56 $ 33,866.56 $33,866.56 $33,866.56 6 Memory Pack Battery Replacements - 1600 Memory Packs (2017 and 2019) N/A $38,884.12 N/A $38,884.12 N/A 7 Warranty Pricing: SERIAL 15057-CI Insight's - 1,275 $84,397.33 $84,397.33 $84,397.33 $84,397.33 $84,397.33 400C Units - 9 $94,964.81 $94,964.81 $94,964.81 $94,964.81 $94,964.81 8 License Fee - BPS, WinEDS $82,046.00 $82,046.00 $82,046.00 $82,046.00 $82,046.00 Total - Annually $1,004,210.19 $1,043,094.31 $1,004,210.19 $1,043,094.31 $1,004,210.19 Total - Monthly $83,684.18 $86,924.53 $83,684.18 $86,924.53 $83,684.18 SERIAL 15057-CI EXHIBIT B SCOPE OF WORK 1.0 INTENT: 1.1 The intent of this Agreement is to perform the following: 1.1.1 Provide an on-site account manager and software technician. 1.1.2 License Dominion Voting Systems’ software. 1.1.3 Technical assistance services for elections conducted by the County; 1.1.4 Provide warranty and maintain system hardware. 1.2 Definition and References: 1.2.1 Hardware: AVC Edge II; Hybrid Activator, Accumulator & Transmitter (HAAT); Optech 400-C; Optech Insight; Memory Pack Reader (MPR); Memory Packs; and Voter Verified Paper Audit Trail (VVPAT). 1.2.2 Firmware: The Hardware incorporates software and logic which constitutes Intellectual Property owned and licensed by Contractor. 1.2.3 Software: The election management system (WinEDS) and Ballot Printing System (BPS) software which constitutes Intellectual Property owned and licensed by Contractor. 1.2.4 Maricopa County is referred to herein as “County” and Dominion Voting Systems, Inc. may be referred to herein as “Dominion” or “Contractor.” 2.0 SCOPE OF WORK: 2.1 CERTIFICATION: CONTRACTOR’s Vote Tabulation System Software and Hardware shall be certified for use and sale by the Arizona Secretary of State's Office. The CONTRACTOR shall provide evidence of this certification upon request by the County. 2.2 SOURCE CODE: CONTRACTOR agrees to enter into a Third Party Escrow Services Agreement naming the Arizona Secretary of State as beneficiary. All application source code for the software used in the Vote Tabulation System, and all upgrades thereto shall be held in escrow under said Agreement. If CONTRACTOR ceases operations or becomes unable to support the software while under an obligation to do so, CONTRACTOR shall grant the Arizona Secretary of State authority to release the source code to the County, and the County shall have a limited license to use the source code to perform CONTRACTOR’s obligations hereunder. The source code will remain CONTRACTOR’s property and may not be otherwise used by the County. 2.3 SOFTWARE AND HARDWARE: In the event that CONTRACTOR, at its sole discretion, certifies Optech product line software upgrades under the applicable provisions of the election laws and regulations of the State of Arizona, CONTRACTOR shall make the certified software upgrade available to the County at no additional costs. This Paragraph 2.3 does not obligate CONTRACTOR to develop any upgrade or enhancement. All software licensed to the County pursuant to this Paragraph 2.3 shall be subject to the terms and conditions of the Software License Agreement of Exhibit C to this Agreement. 2.4 ITEMIZATION OF MAINTENANCE, SUPPORT, AND TECHNICAL ASSISTANCE: 2.4.1 Optech Insights SERIAL 15057-CI a. CONTRACTOR will provide preventive and maintenance service on all Optech Insights owned by the County. b. Preventive maintenance will be performed each year at a time mutually agreed to by the parties. c. Maintenance service includes all parts, labor and out of pocket expenses for CONTRACTOR's technicians. d. Maintenance service includes cleaning the unit, read head cleaning/testing/repair, electronics testing/repair/cleaning, replacement of printer ribbons, replacement of worn parts, adjustments to meet factory specifications, and all other steps included in CONTRACTOR's preventive maintenance service program. 2.4.2 Optech 400-C a. CONTRACTOR will provide preventive and maintenance service on all Optech 400-C’s owned by the County. b. Preventive maintenance will be performed each year at a time mutually agreed to by the parties. c. Maintenance service includes all parts, labor and out of pocket expenses for CONTRACTOR's technicians. d. Maintenance service includes cleaning, read head cleaning/testing/repair, electronic testing/repair/cleaning, replacement of worn parts, adjusting tolerances to match factory specifications, and all other steps included in CONTRACTOR's preventive maintenance service program. 2.4.3 Memory Pack Battery Replacement a. CONTRACTOR will provide battery replacement for all Memory Packs owned by the County in 2017 and 2019. Battery replacement will be conducted at the CONTRACTOR's Repair Depot. County shall bear the shipping costs of delivering and returning the Memory Packs to and from the CONTRACTOR's Repair Depot. CONTRACTOR shall be responsible for proper disposal of all old batteries. 2.5 TELEPHONIC OFF SITE SUPPORT Support for all services in this Section 2.0 shall be available to the County by telephone during normal business hours (8:00 am – 5:00 pm PST) Monday through Friday and 24 hours a day on Election Day. Further, CONTRACTOR shall provide the County with appropriate contact telephone numbers, including cell numbers when applicable for CONTRACTOR’s technicians. 2.6 OFFICE LOCATION The County agrees to provide CONTRACTOR with a work area or cubicle located at the ballot tabulation center for use by CONTRACTOR’s staff while performing services hereunder. SERIAL 15057-CI 2.7 ON-SITE SUPPORT SERVICES CONTRACTOR will provide on-site election support for two (2) major and two (2) minor elections for each calendar year (2016, 2017, 2018, 2019, and 2020). All CONTRACTOR’s travel and other expenses are included. Any additional on-site services will be provided by mutual agreement and negotiation of the parties for CONTRACTOR’s labor and material costs. 2.7.1 ACCOUNT MANAGEMENT. CONTRACTOR will provide account management and a WinEDS Technician on-site fulltime. This includes oversight and completion of WinEDS setup, Pre-LAT, database checks, equipment repairs and general oversight of the account. 2.7.2 MAJOR ELECTIONS PRE-ELECTION SUPPORT. CONTRACTOR will provide, at most, twenty-four (24) resources for sixty-seven (67) total days to complete Pre-LAT on Edge's, VVPAT's, HAAT's, Insights & 400C units for each of two the (2) major elections per year. This includes both CONTRACTOR personnel and temporary workers as may be determined by CONTRACTOR. CONTRACTOR will provide oversight of marking test decks, but this service does not include the labor to complete the marking of the decks. County shall determine which elections constitute the two (2) major elections in each calendar year. 2.7.3 MINOR ELECTIONS PRE-ELECTION SUPPORT. CONTRACTOR will provide, at most, three (3) resources for twenty-nine (29) total days to complete Pre-LAT on Edge's, VVPAT's, HAAT's, Insights & 400C units for each of the two (2) minor elections per year. This includes both CONTRACTOR personnel and temporary workers as may be determined by CONTRACTOR. CONTRACTOR will provide oversight of marking test decks, but this service does not include the labor to complete the marking of the decks. County shall determine which elections constitute the two (2) minor elections in each calendar year. 2.7.4 ELECTION DAY SUPPORT. CONTRACTOR will provide the following resources on Election Day for each of the two (2) major and two (2) minor elections per year. a. One (1) Account Manager b. One (1) WinEDS Technician c. One (1) Edge/Insight Technician d. One (1) 400-C Technician e. Two (2) Phone Support Personnel 2.7.5 POST-ELECTION SUPPORT. CONTRACTOR will provide the following resources for Post-Election support for each of the two (2) major and two (2) minor elections per year: One (1) 400C Technician until completion of tabulation or seven (7) days after Election Day, whichever is sooner. One (1) additional 400C technician as may be needed for Post LAT or Recount support for up to seven (7) days.. 2.7.6 CONTRACTOR’s employees and agents who perform services the tabulation area, serve on a data processing board or take part in the actual testing, logic/accuracy functions, processing and counting of ballots, must meet the requirements of state law and the Secretary of State Procedures Manual and must be appointed and take the required oath before touching any ballot, computer or counting device. 2.7.7 All persons selected by the CONTRACTOR for work herein are subject to reasonable review and acceptance by the County to determine compliance with this Agreement and applicable laws, rules and policies. 2.7.8 All persons assigned by CONTRACTOR to perform services hereunder will be adequately trained and supervised by CONTRACTOR. SERIAL 15057-CI 2.8 WARRANTY AND HARDWARE MAINTENANCE: 2.8.1 The warranty period shall begin upon the Effective Date of this Agreement and shall remain in effect until December 31, 2020, as long as this Agreement remains in force. CONTRACTOR agrees to either replace or repair, at its sole option, any hardware that does not operate in conformity in all material respects with its specifications, so long as such hardware is operated with its designated software and Third-Party Products (if applicable) approved by CONTRACTOR for use with the hardware. Warranty replacement will be done at no additional charge to the County. 2.8.2 WARRANTY DISCLAIMER: EXCEPT AS SPECIFICALLY DESCRIBED IN THIS SECTION 2.8, DOMINION DISCLAIMS ALL WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. 2.8.3 The CONTRACTOR shall provide for maintenance services as specified in this Agreement until the expiration of the warranty and maintenance period. CONTRACTOR will provide all service necessary to maintain the hardware in good operating condition. Maintenance service includes scheduled preventive maintenance based upon specific needs of individual machines as determined by the CONTRACTOR and unscheduled on-call remedial maintenance. 2.8.4 All maintenance shall be performed by qualified maintenance technicians, familiar with all of the hardware installed at the County site. CONTRACTOR may use subcontractors in connection with the work performed under this Agreement, provided, however, the use of subcontractors shall not relieve CONTRACTOR of any of its obligations hereunder. Maintenance parts will be furnished on an exchange basis and the replaced parts become the property of the CONTRACTOR. 2.8.5 The CONTRACTOR shall notify the County in writing of any individual hardware products that cannot in the CONTRACTOR's opinion be properly serviced due to excessive wear, deterioration or unavailability of parts. These products may be withdrawn from service upon 30 days prior notice and replaced at no charge. 2.8.6 LIMITATIONS: This agreement does not require CONTRACTOR to repair or replace: a. paper, seals, batteries (excluding the replacement of Memory Pack batteries in the calendar years 2017 and 2019 pursuant to section 2.3 herein), or other consumable parts or supplies, b. products which have been repaired or altered by persons other than those expressly approved in writing by CONTRACTOR, c. products from which the serial numbers have been removed, defaced or changed, d. products damaged as a result of accident, disaster, theft, vandalism, neglect, abuse, use of any product for a purpose other than the purpose for which it is designed or use not in accordance with instructions furnished by CONTRACTOR, e. products which have been subjected to physical, mechanical or electrical stress or alteration or any conversion by persons other than those expressly approved in writing by CONTRACTOR, f. products used by any person other than County's employees or persons under County's direct supervision. . SERIAL 15057-CI EXHIBIT C SOFTWARE LICENSE AGREEMENT 1. Definitions. 1.1. “Dominion Software” means software and firmware owned and licensed by Dominion hereunder, in object code form, including all documentation therefore. 1.2. “Specifications” means descriptions and data regarding the features, functions and performance of the Dominion Software, as set forth in user manuals or other applicable documentation provided by Dominion. 1.3. “Third-Party Products” means any software or hardware obtained from third-party manufacturers or distributers and provided by Dominion hereunder. 2. Term. This Agreement is effective as of the Effective Date, unless earlier terminated or extended as provided herein, and expires on December 31, 2020 The period during which this Agreement is in effect is referred to herein as the “Term”. On expiration of the Term (a) the licenses granted in this Agreement will automatically terminate, (b) Customer shall cease any further use of the Dominion Software, and (c) return the Dominion Software pursuant to Section 12 herein. Notwithstanding such expiration or termination, Section 4 (Payment) to the extent any payment is due and Section 7 (Confidential Information) will survive any expiration or termination of this Agreement in accordance to their respective terms. In addition to the foregoing, terms of this Agreement that do not survive expiration or termination will nonetheless be effective in determining the Parties’ rights and obligations for conduct or events taking place before such expiration or termination. 3. License Terms. 3.1. License to Dominion Software. Subject to the terms of this Agreement, Dominion grants Customer a non-exclusive license, without the right to transfer or sublicense, to use, during the Term, solely for the Customer’s own internal business purposes and solely in conjunction with the Dominion software and hardware. This License includes the types and numbers of copies specified in Schedule 1 of the Dominion Software applications identified therein. 3.2. Third-Party Products. Subject to the terms of this Agreement and when applicable, Dominion agrees to sublicense any software that constitutes or is contained in Third-Party Products, in object code form only, to Customer for use during the Term as part of the System for the purposes described in Section 3.1 of this Agreement. This sublicense is conditioned on Customer’s continued compliance with the terms and conditions of the end-user licenses contained on or in the media on which such software is provided. 3.3. No Other Licenses. Other than as expressly set forth in this Agreement, (a) Dominion grants no licenses, expressly or by implication, and (b) Dominion’s entering into and performing the Agreement will not be deemed to license or assign any intellectual property rights of Dominion to Customer or any third party. Without limiting the foregoing sentence, Customer agrees to use each copy of the Dominion Software outlined in Schedule 1 hereto, with which the copy is supplied, agrees not to use any Dominion Software as a service bureau for elections outside the Customer’s jurisdiction and agrees not to reverse engineer or otherwise attempt to derive the source code of any Dominion Software. The Customer shall have no power to grant sub-licenses for the Software. Any use of all or any portion of the Software not expressly permitted by the terms of this Agreement is strictly prohibited. 4. Payment. In consideration of the grant of the license, the Customer shall pay Dominion the Annual Software License Fee set forth in Exhibit A of the Agreement within thirty (30) days of receiving an invoice from Dominion. Customer is responsible for all sales, excise, personal property or other taxes or duties on the amounts paid or products or services provided under this Agreement. If Customer is exempt from such taxes or duties, Customer shall provide Dominion with a tax exemption certificate. 5. Upgrades and Certification. During the Term, Dominion may provide Upgrades (as defined below) to Customer under the following terms and conditions. 5.1. Upgrades. In the event that Dominion, at its sole discretion, certifies a software upgrade under the applicable provisions of the election laws and regulations of the Customer’s State, Dominion may make the certified software upgrade available to the Customer. The Customer shall bear the costs and labor of installing the software upgrade. SERIAL 15057-CI 5.2. Certification Requirement. Notwithstanding any other terms of this Agreement, Dominion shall not provide, and shall not be obligated to provide under this Agreement any upgrade, enhancement or other software update that has not been certified under the applicable provisions of the election laws and regulations of the Customer’s State. 6. Warranties. The following warranties will apply to all Dominion Software during the Term. 6.1 Dominion Software. Dominion warrants that the Software, for a period of ninety (90) days following delivery to the Customer, will function substantially in accordance with the Specification. If the Customer believes that the Software is not functioning substantially in accordance with the Specifications, the Customer shall provide Dominion with written notice of the material failure within thirty (30) days of discovering the material failure, provided that the Customer can reproduce the material failure to Dominion. The Customer’s exclusive remedy under this warranty shall be, at Dominion’s sole option (a) return of the Annual Software License Fee set forth in Exhibit A paid by the Customer (if any) for the Software, or (b) Dominion shall use reasonable efforts to correct the material failure of the Software. The foregoing warranty shall be void in the event of the Software (i) having been modified by any party other than Dominion or its licensors or (ii) having been used by the Customer for purposes other than those for which the Software was designed by Dominion. If Dominion establishes that the reported material failure is not covered by the foregoing warranty, the Customer shall be responsible for the costs of Dominion's investigative and remedial work at Dominion's then current rates. 6.2. Third-Party Products. The warranties in this Sections 6 do not apply to any Third-Party Products. However, to the extent permitted by the manufacturers of Third-Party Products, Dominion shall pass through to Customer all warranties such manufacturers make to Dominion regarding the operation of such Third-Party Products. 6.3. No Other Warranties. DOMINION DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY BASED ON A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. 7. Confidential Information. Customer acknowledges that the Software and Documentation (collectively, the “Information”) (i) constitutes confidential and proprietary trade secrets, disclosure of which would materially injure Dominion’s business and competitive position, and (ii) is exempt from disclosure under, the terms of any applicable freedom of information, open public records act or similar statute (“FOIA Statute”). Customer therefore agrees, to the maximum extent permitted by law, to keep confidential and not to disclose any of the Information to any other person or entity, or use such Information for any purpose other than as expressly permitted by this Agreement. Customer shall limit disclosure to employees of Customer having a need to know to perform their duties to Customer who have agreed in writing to be bound by the restrictions of this Section 7. Customer shall take any and all action necessary or appropriate to assert all applicable or potentially applicable exemptions from disclosure under the FOIA Statute and take all other legally permissible steps to resist disclosure of the Information including, without limitation, commencement or defense of any legal actions related to such disclosure. In the event Customer receives a request for Information under the FOIA Statute, Customer shall inform Dominion of such request within ten (10) days of Customer’s knowledge or such shorter period as necessary under the FOIA Statute to avoid prejudice to Dominion’s ability to oppose disclosure. In the event Customer is nonetheless required by law to disclose any of the Information, Customer shall give written notice to Dominion at the earlier of (i) twenty (20) business days prior to disclosure or (ii) such longer period as may be required by applicable law. 8. Prohibited Acts. The Customer shall not, without the prior written permission of Dominion: 8.1. Transfer or copy onto any other storage device or hardware or otherwise copy the Software in whole or in part except for purposes of system backup; 8.2. Reverse engineer, disassemble, decompile, decipher or analyze the Software in whole or in part; 8.3. Alter or modify the Software in any way or prepare any derivative works of the Software or any part of parts of the Software; 8.4. Alter, remove or obstruct any copyright or proprietary notices from the Software, or fail to reproduce the same on any lawful copies of the Software. 9. Return of Software. Upon termination or expiration of this Agreement, Customer shall (i) forthwith return to Dominion all Software in its possession or control, or, if so requested by Dominion, destroy all such Software and (ii) purge all Software from any electronic media, and certify in writing to Dominion that it has been destroyed and purged. SERIAL 15057-CI SCHEDULE 1 SOFTWARE LICENSE PRODUCT DESCRIPTION Quantity Product Description 1 Ballot Printing System (BPS) 1 WinEDS Election Management System SERIAL 15057-CI EXHIBIT D 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 15057-CI 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.