14055-CONTRACT.PDF

SERIAL 14055-C AUTOMATED MOLECULAR BASED TESTING INSTRUMENT FOR
PUBLIC HEALTH
DATE OF LAST REVISION: August 27, 2014 CONTRACT END DATE: August 31, 2017
CONTRACT PERIOD THROUGH AUGUST 31, 2017
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for AUTOMATED MOLECULAR BASED TESTING INSTRUMENT FOR
PUBLIC HEALTH
Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to
Maricopa County activities as awarded by Maricopa County on August 27, 2014.
All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the
vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.
The contract period is indicated above.
Wes Baysinger, Chief Procurement Officer
Office of Procurement Services
IG/mm
Attach
Copy to: Office of Procurement Services
Stephanie Kreis, Public Health

SERIAL 14055-C
GEN-PROBE SALES & SERVICE, 10210 GENETIC CENTER DRIVE, CUSTOMER SERVICE
DEPARTMENT, SAN DIEGO, CA 92121
COMPANY NAME: Gen-Probe Sales & Service, Inc.
DOING BUSINESS AS (DBA) NAME:
MAILING ADDRESS: 10210 Genetic Center Drive San Diego, CA 92121
REMIT TO ADDRESS: Gen-Probe Sales & Service Inc. PO Box 904190 Charlotte, NC
28290-4190
TELEPHONE NUMBER: (800) 523-5001
FACSIMILE NUMBER: (855) 885-5456
WEB SITE: www.hologic.com/www.gen-probe.com
REPRESENTATIVE NAME: Jennifer Shenfeld
REPRESENTATIVE TELEPHONE NUMBER: (480) 823-0123
REPRESENTATIVE E-MAIL: jennifer.shenfeld@hologic.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM
THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
NET 30 DAYS
Unit
Title Price Qty UofM Description Bidder Notes
Reagents, Test Kits $62.50 1 each Testing materials (reagents, test kits, Only one device is needed
etc.) and other supplies required to per test at $1.25 per device.
perform Chlamydia trachomatis and Individual volume of
Neisseria gonorrhoeae testing using 301040, 301041, and 301162
the instrument. will depend on ordering
Estimated Monthly usage is 200 or pattern. Each box contains
more a month. 50 collection devices at
Added on Jun 30, 2014: $62.50 per box.
Estimated Monthly usage is 4000-
5000 usage per 8 hour shift
Reagents, Test Kits $1,812.50 1 each Testing materials (reagents, test kits, The total price per test is
etc.) and other supplies required to $8.50 ($7.25 per test + $1.25
perform Chlamydia trachomatis and per collection device).
Neisseria gonorrhoeae testing using Assays and collection
the instrument. devices are sold by the kit.
Estimated Monthly usage is 200 or Aptima Combo 2, 250T
more a month. (Product No. 303094) is
Added on Jun 30, 2014: $1,812.50 per kit and
Estimated Monthly usage is 4000- collection devices are $62.50
5000 usage per 8 hour shift per box. Please see Price
Sheet attached for additional
products and details.

SERIAL 14055-C
GEN-PROBE SALES & SERVICE, 10210 GENETIC CENTER DRIVE, CUSTOMER SERVICE
DEPARTMENT, SAN DIEGO, CA 92121
PRICING SHEET: NIGP CODE
Vendor Number: 2011001531 0
Certificates of Insurance Required
Contract Period: To cover the period ending August 31, 2017.


SERIAL 14055-C
AUTOMATED MOLECULAR BASED TESTING INSTRUMENT FOR PUBLIC HEALTH
1.0 INTENT:
The intent of this solicitation is to award a contract for the procurement of Laboratory Equipment, Supplies,
and Reagents for use by the Maricopa County Public Health Laboratory.
The contract shall include lease of an automated molecular based testing instrument, as well as
procurement of test kits and related testing supplies to rapidly detect Chlamydia trachomatis and Neisseria
gonorrhoeae from clinical specimens.
The test must be FDA approved for testing asymptomatic and symptomatic patients and evaluated in
patients at least 14 years and older. Acceptable specimen types must, at a minimum, include urine and
patient collected vaginal swabs.
The instrument must be able to process at least 250 specimens during an 8 hour shift. It shall have the
ability for a technologist to walk away from the instrument while specimens are being tested and include
the option of loading specimens and reagents at the end of a shift to be tested after the shift is over. The
system must have previously developed a bi-directional interface with Technidata’s TDSynergy, our
laboratory information management system.
Instrument and testing technical support shall be available Monday - Friday from 8am to 5pm.
Other governmental entities under agreement with the County may have access to services provided
hereunder (see also Sections 2.27 and 2.28, below).
2.0 SPECIFICATIONS:
Vendor will provide one (1) automated molecular based testing instrument. The agreement between
Maricopa County and the selected vendor will include the testing instrument, delivery and set-up of the
instrument, onsite training for three (3) laboratory employees, pricing for service agreement that includes
annual maintenance after warranty period. Technical support that is available Monday through Friday,
excluding holidays, from 8:00 a.m. to 5:00 p.m. Arizona time, and when necessary, technician support
onsite for repairs within one (1) business day from notification that a repair is required. The agreement will
also include the cost of all testing materials (reagents, test kits, etc.) and other supplies required to perform
Chlamydia trachomatis and Neisseria gonorrhoeae testing using the instrument. The maximum allowable
cost to Maricopa County for all items included in the agreement is expected not to exceed $375,000 per
year.
2.1 IMPLEMENTATION PLAN:
Provide a detailed implementation plan that models a general standard practice or clinic
implementation.
2.2 TRAINING PLAN:
2.3 The Offeror must include a Training Plan and Sample Training and User Guides. SUPPORT AND
MAINTENANCE AGREEMENT:
2.3.1 Please attach a copy of the Support and Maintenance Agreement.
2.3.2 Please describe your approach to deploying support/maintenance.
2.3.3 Please list any additional support and maintenance offered by Offeror but not included as
part of the standard contract.
2.3.4 Please specify the frequency of your product’s updates for the following:
2.3.4.1 Major release levels

SERIAL 14055-C
2.3.4.2 Minor release levels
2.3.5 Describe your service/support process for reporting issues and requesting services.
2.3.6 Provide your issue escalation process or procedure.
2.3.6.1 Describe the method and tools used for to contact your support team (e.g.: 800
phone number, e-mail, web-based contact, etc.).
2.3.6.2 Provide the hours of operations, including adjustments for the Arizona Time
Zone, for maintenance and technical support.
2.3.6.3 Include the average time from call initiation to resolution.
2.4 CATALOG DISCOUNT STRUCTURE:
2.4.1 The County desires a wide variety of products from a number of manufacturers.
Respondents should list discount offers for each manufacturer, or for each sub-category
for each manufacturer. Respondents are encouraged to also list catalog discounts for all
products they offer for sale that would reasonably fall within the intent of this
solicitation.
2.5 USAGE REPORT:
The Contractor shall furnish the County a quarterly usage report delineating the acquisition
activity governed by the Contract. The format of the report shall be approved by the County and
shall disclose the quantity and dollar value of each contract item by individual unit.
2.6 EXPEDITED DELIVERY:
2.6.1 If the Using Agency determines that rush shipping or other alternate shipping is required,
it shall notify the Contractor. The Contractor shall determine any additional costs
associated with such delivery terms and communicate that cost to the Using Agency.
2.6.2 The Using Agency shall not advise the Contractor to proceed with an expedited shipment
until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to
the additional costs, the Using Agency shall advise the Contractor to proceed.
2.6.3 Upon receipt of material(s) and invoicing, the Using Agency shall ensure that any
additional charges are in compliance with and do not exceed agreed to costs. The Using
Agency shall retain all documents related to these costs within the agency purchase file.
2.7 SHIPPING DOCUMENTS:
A packing list or other suitable shipping document shall accompany each shipment and shall
include the following:
2.7.1 Contract Serial number.
2.7.2 Contractor’s name and address.
2.7.3 Using Agency name and address.
2.7.4 Using Agency purchase order number.
2.7.5 The make, model, item serial number, quantity , number of containers and package
number(s), as applicable need to be included when shipped.

SERIAL 14055-C
2.8 SHIPPING TERMS:
Bid price(s) and terms shall be F.O.B. Destination at:
Maricopa County Department of Public Health
Laboratory
1645 E. Roosevelt
Phoenix, AZ 85006
2.9 SAMPLES:
The Contractor may be requested to furnish samples of material(s) bid for examination by the
County. Any materials so requested shall be furnished within seven (7) working days from the
date of request and furnished at no cost to the County and sent to the address designated in the
requesting correspondence.
2.10 TESTING:
Unless otherwise specified, materials purchased will be inspected by the Using Agency to ensure
the materials meet the quality and quantity requirements of the Specifications. When deemed
necessary by the County, samples of the materials may be taken at random from stock received for
submission to a commercial laboratory or other appropriate agency for analysis and tests as to
whether the materials conform in all respects to the Specifications. In cases where commercial
laboratory reports indicate that the materials do not meet the Specifications, the expense of such
analysis shall be borne by the Contractor.
2.11 ACCEPTANCE:
Upon delivery and/or successful installation, the material(s) shall be deemed accepted and the
warranty period shall begin. All documentation shall be completed prior to final acceptance.
2.12 DISCONTINUED MATERIALS:
2.12.1 In the event that a manufacturer discontinues materials, the County may allow the
Contractor to provide a substitute for the discontinued item or may cancel the Contract.
If the Contractor requests permission to substitute a new material, the Contractor shall
provide the following to the County:
2.12.1.1 Documentation from the manufacturer that the material has been discontinued.
2.12.1.2 Documentation that names the replacement material.
2.12.1.3 Documentation that provides clear and convincing evidence that the
replacement material meets or exceeds all specifications required by the
original solicitation.
2.12.1.4 Documentation that provides clear and convincing evidence that the
replacement material will be compatible with all the functions or uses of the
discontinued material.
2.12.1.5 Documentation confirming that the price for the replacement is the same as or
less than the discontinued material.
2.12.2 Material discontinuance applies only to those materials specifically listed on any resultant
contract. This will not apply to catalog items not specifically listed on any resultant
contract.

SERIAL 14055-C
2.13 WARRANTY:
2.13.1 All items furnished under this Contract shall conform to the requirements of this Contract
and shall be free from defects in design, materials and workmanship.
2.13.2 The warranty period for workmanship and materials shall be for an initial period of
twelve (12) months and commence upon acceptance by County.
2.13.2.1 The Contractor shall indicate on the Price Sheet the duration of the warranty
and any applicable limitations or conditions which may apply.
2.13.2.2 The Contractor agrees that he will, at his own expense, provide all labor and
parts required to remove, repair or replace, and reinstall any such defective
workmanship and/or materials which becomes or is found to be defective
during the term of this warranty. The Contractor shall guarantee the
equipment to be supplied complies with all applicable regulations.
2.14 BRAND NAME:
The County reserves the right to request samples to determine quality and acceptability of
materials bid by Contractor. In some cases, brand names have been listed in order to define the
desired quality and are not intended to be restrictive or to limit competition. Materials
substantially equivalent to those designated shall qualify for consideration.
2.15 ORDER CUTOFF INFORMATION:
Contractors submitting bids shall advise the County of all known order cutoff dates for the
equipment / product(s) specified in this solicitation at the time of bid submission. Notification of
any subsequent cutoff date(s) (learned after submission of bid) shall also be the Contractor’s
responsibility. The Contractor shall advise the County of subsequent cutoff dates by notifying the
Procurement Officer, in writing, of the new information.
2.16 INVOICES AND PAYMENTS:
2.16.1 The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) can be made. At a minimum, the invoice must provide the following
information:
• Company name, address and contact
• County bill-to name and contact information
• Contract Serial Number
• County purchase order number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Quantity
• Contract Item number(s)
• Description of Purchase (product or services)
• Pricing per unit of purchase
• Freight (if applicable)
• Extended price
• List catalog price with discount applied and Net County Cost
• Arrival and completion time (if applicable)
• Total Amount Due
2.16.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on
the Purchase Order.

SERIAL 14055-C
2.16.3 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).
2.16.4 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.
2.17 TAX: (COMMODITIES)
Tax shall not be levied against labor. Sales/use tax will be determined by County. Tax will not be
used in determining low price.
2.18 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE)
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful
Respondent under this solicitation, a member of $AVE may access a contract resulting from a
solicitation issued by the County. If you do not want to grant such access to a member of $AVE,
please so state in your proposal. In the absence of a statement to the contrary, the County will
assume that you do wish to grant access to any contract that may result from this Request for
Proposal.
2.19 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s)
County currently holds ICPA’s with numerous governmental entities throughout the State of
Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase
their requirements under the terms and conditions of the County Contract. Please indicate on
Attachment A, your acceptance or rejection regarding such participation of other governmental
entities. Your response will not be considered as an evaluation factor in awarding a contract.
3.0 SPECIAL TERMS & CONDITIONS:
3.1 CONTRACT TERM:
This Invitation for Bid is for awarding a firm, fixed-price purchasing contract to cover a term of
three (3) years.
3.2 OPTION TO RENEW:
The County may, at its option and with the approval of the Contractor, renew the term of this
Contract up to a maximum of three (3) additional 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
Contractor shall be notified in writing by the Office of Procurement Services of the County’s
intention to renew the contract term at least thirty (30) calendar days prior to the expiration of the
original contract term.
3.3 PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) days prior to the
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 price terms, 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.

SERIAL 14055-C
3.4 INDEMNIFICATION:
3.4.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless County, its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses and expenses, including, but not limited to,
attorney fees, court costs, expert witness fees, and the cost of appellate proceedings,
relating to, arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, mistakes or malfeasance relating to the performance of this Contract.
Contractor’s duty to defend, indemnify and hold harmless County, its agents,
representatives, officers, directors, officials, and employees shall arise in connection with
any claim, damage, loss or expense that is caused by any negligent acts, errors, omissions
or mistakes in the performance of this Contract by the Contractor, as well as any person
or entity for whose acts, errors, omissions, mistakes or malfeasance Contractor may be
legally liable.
3.4.2 The amount and type of insurance coverage requirements set forth herein will in no way
be construed as limiting the scope of the indemnity in this paragraph.
3.4.3 The scope of this indemnification does not extend to the sole negligence of County.
3.5 INSURANCE:
3.5.1 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.
3.5.2 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.
3.5.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.
3.5.4 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.
3.5.5 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.
3.5.6 County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise Contractor of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Contractor from, or be deemed a waiver of County’s right to insist on strict fulfillment of
Contractor’s obligations under this Contract.
3.5.7 The insurance policies required by this Contract, except Workers’ Compensation, shall
name County, its agents, representatives, officers, directors, officials and employees as
Additional Insureds.

SERIAL 14055-C
3.5.8 The policies required hereunder, except Workers’ Compensation, shall contain a waiver
of transfer of rights of recovery (subrogation) against County, its agents, representatives,
officers, directors, officials and employees for any claims arising out of Contractor’s
work or service.
3.5.9 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury, broad form property damage,
personal injury, products and completed operations and blanket contractual coverage, and
shall not contain any provision which would serve to limit third party action over claims.
There shall be no endorsement or modification of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property damage.
3.5.10 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella insurance with a combined single limit for bodily injury and property damage
of not less than $2,000,000 each occurrence with respect to any of the Contractor’s
owned, hired, and non-owned vehicles assigned to or used in performance of the
Contractor’s work or services under this Contract.
3.5.11 Workers’ Compensation:
3.5.11.1 Workers’ Compensation insurance to cover obligations imposed by federal
and state statutes having jurisdiction of Contractor’s employees engaged in the
performance of the work or services under this Contract; and Employer’s
Liability insurance of not less than $1,000,000 for each accident, $1,000,000
disease for each employee, and $1,000,000 disease policy limit.
3.5.11.2 Contractor waives all rights against County and its agents, officers, directors
and employees for recovery of damages to the extent these damages are
covered by the Workers’ Compensation and Employer’s Liability or
commercial umbrella liability insurance obtained by Contractor pursuant to
this Contract.
3.5.12 Certificates of Insurance.
3.5.12.1 Prior to commencing work or services under this Contract, Contractor shall
have insurance in effect 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 be made available
to the County upon ten (10) business days. BY SIGNING THE
AGREEMENT PAGE THE CONTRACTOR AGREES TO THIS
REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT
WILL RESULT IN CANCELLATION OF CONTRACT.
3.5.12.2 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.
3.5.12.3 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.

SERIAL 14055-C
3.5.13 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.
3.6 PROCUREMENT CARD ORDERING CAPABILITY:
County may determine to use a procurement card that may be used from time-to-time, to place and
make payment for orders under this Contract. Contractors without this capability may be
considered non-responsive and not eligible for award consideration.
3.7 INTERNET ORDERING CAPABILITY:
It is the intent of County to use the Internet to communicate and to place orders under this
Contract. Contractors without this capability may be considered non-responsive and not eligible
for award consideration.
3.8 ORDERING AUTHORITY.
3.8.1 The Contractor should understand that any request for purchase of product(s) shall be
accompanied by a valid purchase order, issued by Office of Procurement Services, or by
a Certified Agency Procurement Aid (CAPA).
3.8.2 County departments, cities, other counties, schools and special districts, universities,
nonprofit educational and public health institutions may also purchase from under this
Contract at their discretion and/or other state and local agencies (Customers) may procure
the products under this Contract by the issuance of a purchase order to the Respondent.
Purchase orders must cite the Contract number.
3.8.3 Contract award is in accordance with the Maricopa County Procurement Code. All
requirements for the competitive award of this Contract have been met. A purchase order
for the product(s) is the only document necessary for Customers to purchase and for the
Contractor to proceed with delivery of product(s) available under this Contract.
3.8.4 Any attempt to represent any product not specifically awarded under this Contract is a
violation of the Contract. Any such action is subject to the legal and contractual remedies
available to the County, inclusive of, but not limited to, Contract cancellation, suspension
and/or debarment of the Contractor.
3.9 REQUIREMENTS CONTRACT:
3.9.1 Contractors signify their understanding and agreement by signing a bid submittal, that the
Contract resulting from the bid will be 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 contained in the Contract, they
will be purchased from the Contractor awarded that item. Orders will only be placed
when the County identifies a need and proper authorization and documentation have been
approved.
3.9.2 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 but only for actual and documentable costs incurred by the Contractor due to
and after issuance of 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.
3.9.3 Contractors agree to accept verbal notification of cancellation from the County
Procurement Officer with written notification to follow. By submitting a bid in response

SERIAL 14055-C
to this Invitation for Bids, the Contractor specifically acknowledges to be bound by this
cancellation policy.
3.10 UNCONDITIONAL TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the resultant Contract for convenience by providing sixty (60)
calendar days advance notice to the Contractor.
3.11 TERMINATION FOR DEFAULT:
If the Contractor fails to meet deadlines, or fails to provide the agreed upon service/material
altogether, a termination for default will be issued. The termination for default will be issued only
after the County deems that the Contractor has failed to remedy the problem after being
forewarned.
3.12 TERMINATION BY THE COUNTY:
If the Contractor should be adjudged bankrupt or should make a general assignment for the benefit
of its creditors, or if a receiver should be appointed on account of its insolvency, the County may
terminate the Contract. If the Contractor should persistently or repeatedly refuse or should fail,
except in cases for which extension of time is provided, to provide enough properly skilled
workers or proper materials, or persistently disregard laws and ordinances, or not proceed with
work or otherwise be guilty of a substantial violation of any provision of this Contract, then the
County may terminate the Contract. Prior to termination of the Contract, the County shall give the
Contractor fifteen- (15) calendar day’s written notice. Upon receipt of such termination notice, the
Contractor shall be allowed fifteen (15) calendar days to cure such deficiencies.
3.13 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.
3.14 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.
3.15 ADDITIONS/DELETIONS OF SERVICE:
3.15.1 The County reserves the right to add and/or delete materials 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 are
required from a Contract, prices for such additions will be negotiated between the
Contractor and the County.
3.16 SUBCONTRACTING:
3.16.1 The Contractor may not assign a Contract 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.

SERIAL 14055-C
3.16.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate,
as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher
rates. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor,
who in turn shall pass-through the costs to the County, without mark-up. A copy of the
Subcontractor’s invoice must accompany the Prime Contractor’s invoice.
3.17 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.
3.18 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
3.18.1 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.
3.18.2 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.
3.18.3 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 claim 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.
3.19 AUDIT DISALLOWANCES:
If at any time it is determined by the County that a cost for which payment has been made is a
disallowed cost, the County shall notify the Contractor in writing of the disallowance and the
required course of action, which shall be at the option of the County either to adjust any future
claim submitted by the Contractor by the amount of the disallowance or to require repayment of
the disallowed amount by the Contractor forthwith issuing a check payable to Maricopa County.
3.20 VALIDITY:
The invalidity, in whole or in part, of any provision of the Contract shall not void or affect the
validity of any other provision of the Contract.
3.21 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.

SERIAL 14055-C
3.22 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, partnership, principal and agent, or joint venture
between the County and the Contractor.
3.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
3.23.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor, defined as the primary participant in
accordance with 45 CFR Part 76, and its principals:
3.23.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
3.23.1.2 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;
3.23.1.3 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
3.23.1.4 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.
3.23.2 Should the Contractor not be able to provide this certification, an explanation as to why
should be attached to the Contact.
3.23.3 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.
3.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
3.24.1 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.
3.24.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 3.24.1
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

SERIAL 14055-C
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.
3.25 CONTRACTOR LICENSE REQUIREMENT:
3.25.1 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.
3.25.2 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.
3.26 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:
3.26.1 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,
3.26.2 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.
3.27 PUBLIC RECORDS:
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 after Contract
award and execution, except for such Offers deemed to be confidential by the Office of
Procurement Services. If an Offeror believes that information in its Offer should remain
confidential, it shall indicate as confidential, the specific information 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. The Records Manager of the Office of
Procurement Services shall determine whether the identified information is confidential pursuant
to the Maricopa County Procurement Code.

SERIAL 14055-C
3.28 POST AWARD MEETING:
The Contractor may be required to attend a post-award meeting with the Using Agency to discuss the
terms and conditions of this Contract. This meeting will be coordinated by the Procurement Officer of
the Contract.