13120-CONTRACT.PDF

CONTRACT PURSUANT TO RFP
SERIAL 13120-RFP
This Contract Pursuant to Request for Proposals (RFP) Serial No. 13120 (the "Contract") is entered into this 23RD
day of April 2014 (the "Contract Effective Date") by and between Maricopa County ("County"), a political
subdivision of the State of Arizona, and DLT Solutions LLC Virginia corporation ("Contractor") (collectively, the
"Parties") for the purchase of Oracle Products, Services and Solutions.
1.0 CONTRACT TERM
1.1 This Contract is for a term of Three (3) years, beginning on the 23"d day of April 2014 (the
"Services Effective Date") and ending the April 30 th 2017.
1.2 County may, at its option and with the agreement of Contractor, renew the term of this Contract
for additional terms up to a maximum of two (2) additional years following the Contract Effective
Date; or, at County's sole discretion, extend this Contract on a month-to-month basis for a
maximum of six (6) months after expiration. County shall notify Contractor in writing of its intent
to extend this Contract term at least thirty (30) calendar days prior to the expiration of the original
contract term, or any additional term thereafter.
2.0 FEES AND ADJUSTMENTS
2.1 Contractor and County agree that the fees for services performed under this Contract are set forth
in the Pricing Sheet attached hereto and incorporated herein as Exhibit A.
2.2 Contractor will provide County with one hundred eighty (180) days prior written notice of the
revised service fees, if any, for subsequent agreement periods for which County may elect to
renew beyond the initial term of three (3) years. If County agrees to the revised service fees, such
changes will become effective the first day of the new applicable term and be reflected in a new
Exhibit A provided by Contractor, which will replace the existing Exhibit A for the successor
term.
3.0 PAYMENTS AND INVOICES
3.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit "A."
3.2 Payment shall be made upon the County's receipt of a properly completed invoice.
3.3 INVOICES:
3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before
payment(s) can be made. 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 service provided
• Pricing per unit of service
• Freight (if applicable)
• Extended price
• Mileage WI-ate (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
NY. Waricupa1 v/Fina nee/Vendors. ).
3.3.4 Any payments made by County using an Electronic Funds Transfer (EFT) process will be
made to the routing and account numbers designated by Contractor and include the
details on the specific invoices that the payment covers. Contractor is required to discuss
remittance delivery capabilities with its designated financial institution for access to those
details.
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 Contractor as herein provided are actually available to
County for disbursement. County shall be the sole judge and authority in determining the
availability of funds under this Contract. County shall keep Contractor fully informed as to the
availability of funds.
4.2 If any action is taken by any state or federal agency 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 Contractor shall perform all duties stated in, and execute where applicable the Scope of Services
incorporated herein as Exhibits B.

5.2 During the Contract term, County shall 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 (For Professional Services).
6.0 TERMS and CONDITIONS
6.1 INDEMNIFICATION
6.1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless County, its agents, representatives, officers, directors, officials, and employees
from and against all third party claims, direct damages, losses and expenses, including,
but not limited to, reasonable attorneys' fees, court costs, expert witness fees, and the cost
of appellate proceedings, relating to, arising out of attributable to, caused by, or alleged
to have resulted from the acts, errors, omissions, mistakes or malfeasance of Contractor
and its subcontractors, agents, representatives, officers, directors, officials, and
employees, in the performance of or relating to the performance of the provisions 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 third party claim, direct damage, loss or expense that is caused by any acts, errors,
omissions or mistakes in the performance of this Contract by Contractor, as well as any
person or entity for whose acts, errors, omissions, mistakes or malfeasance Contractor
may be legally liable.
6.1.2 The amount and type of insurance coverage requirements set forth in this Contract will in
no way be construed as limiting the scope of the indemnity in Section 6.1.1.
6.1.3 The scope of Contractor's indemnification obligation under Section 6.1.1 does not extend
for claims that arise due to the sole negligence errors, omissions, mistakes or malfeasance
of County.
6.2 INSURANCE
6.2.1 Contractor, at Contractor's own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies, which are authorized to do business in the State of Arizona, provided that
said insurance companies meet the approval of County. The form of any insurance
policies and forms must be acceptable to County.
6.2.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of this 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, naming County as additional insured, 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 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 County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance certificates. County shall not be
obligated to review policies and/or endorsements or to advise Contractor of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Contractor from, or be deemed a waiver of County's right to insist on strict fulfillment of
Contractor's obligations under this Contract.
6.2.7 The insurance policies required by this Contract, except Workers' Compensation, and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insured's.
6.2.8 The policies required hereunder, except Workers' Compensation, 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.
6.2.9 Commercial General Liability:
Commercial General Liability (COL) insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury, broad form property damage,
personal injury, products and completed operations and blanket contractual coverage, and
shall not contain any provision which would serve to limit third party action over claims.
There shall be no endorsement or modification of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property damage.
6.2.10 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 Contractor's owned,
hired, and non-owned vehicles assigned to or used in performance of Contractor's work
or services under this Contract.
6.2.11 Workers' Compensation:
6.2.11.1 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
for each disease for each employee, and $1,000,000 disease policy limit.
6.2.11.2 Contractor waives all rights against County and its agents, officers, directors
and employees for recovery of damages to the extent any damages are covered
by the Workers' Compensation, Employer's Liability, Automobile Liability,
CGL, or commercial umbrella liability insurance obtained by Contractor
pursuant to this Contract.
6.2.12 Errors and Omissions/Professional Liability Insurance:

Errors and Omissions/Professional Liability insurance and, if necessary, Commercial
Umbrella insurance, which will insure and provide coverage for errors or omissions of
Contractor, with limits of no less than $1,000,000 for each claim and/or occurrence.
6.2.13 Certificates of Insurance:
6.2.13.1 Prior to commencing work or services under this Contract, Contractor shall
furnish County with valid and complete certificates of insurance, or formal
endorsements as required by this Contract in the form provided by 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.
6.2.13.1.1 In the event any insurance policy (ies) required by this contract is
(are) written on a "claims made" basis, coverage shall extend for
two years past completion and acceptance of Contractor's work
or services and as evidenced by annual Certificates of Insurance.
6.2.13.1.2 If a policy does expire during the life of this Contract, a renewal
certificate must be sent to County fifteen (15) days prior to the
expiration date.
6.2.14 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 County.
6.3 WARRANTY OF SERVICES
6.3.1 Contractor warrants that all services provided hereunder will conform to the requirements
of this Contract, including all descriptions, specifications and attachments made a part of
this Contract. County's acceptance of services or goods provided by Contractor shall not
relieve Contractor from its obligations under this warranty.
6.3.2 In addition to its other remedies, County may, at Contractor's expense, require prompt
correction of any services failing to meet Contractor's warranty herein, if a remedy is not
otherwise specified in this Contract. Services corrected by Contractor shall be subject to
all the provisions of this Contract in the manner and to the same extent as services
originally furnished hereunder.
6.4 INSPECTION OF SERVICES:
6.4.1 The Contractor shall provide and maintain an inspection system acceptable to County
covering the services under this Contract. Complete records of all inspection work
performed by the Contractor shall be maintained and made available to County during
contract performance and for as long afterwards as the Contract requires.
6.4.2 County has the right to inspect and test all services called for by the Contract, to the
extent practicable at all times and places during the term of the Contract. County shall
perform inspections and tests in a manner that will not unduly delay the work.
6.4.3 If any of the services do not conform with Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
increase in Contract amount. When the defects in services cannot be corrected by re-
performance, County may:

6.4.3.1 Require the Contractor to take necessary action to ensure that future
performance conforms to Contract requirements; and
6.4.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
6.4.4 If the Contractor fails to promptly perform the services again or to take the necessary
action to ensure future performance in conformity with Contract requirements, County
may:
6.4.4.1 By Contract or otherwise, perform the services and charge to the Contractor any
cost incurred by County that is directly related to the performance of such
service; or
6.4.4.2 Terminate the Contract for default.
6.5 REQUIREMENT OF CONTRACT BOND(S) (APPLIES TO PROFESSIONAL SERVICES
AND WILL BE DETERMINED BY EACH PROJECT BY REQUESTOR)
6.5.1 Concurrently with the submittal of the Contract, the Contractor shall furnish the
Contracting Agency the following bond(s), which shall become binding upon the award
of the Contract to the Contractor.
6.5.1.1 A Performance Bond equal to the full Contract amount (or as specified)
conditioned upon the faithful performance of the Contract in accordance with
plans, specifications and conditions thereof. Such bond shall be solely for the
protection of the Contracting Agency awarding the Contract.
6.5.1.2 A Payment Bond equal to the full contract amount solely for the protection of
claimants supplying labor or materials to the Contractor or his Subcontractors in
the prosecution of the work provided for in such Contract.
6.5.2 Each such bond shall include a provision allowing the prevailing party in a suit on such
bond to recover as a part of his judgment such reasonable attorney's fees as may be fixed
by a judge of the court.
6.5.3 Each bond shall be executed by a surety company or companies holding a certificate of
authority to transact surety business in the State of Arizona issued by the Director of the
Department of Insurance. The bonds shall not be executed by an individual surety or
sureties. The bonds shall be made payable and acceptable to the Contracting Agency.
The bonds shall be written or countersigned by an authorized representative of the surety
who is either a resident of the State of Arizona or whose principal office is maintained in
this state, as by law required, and the bonds shall have attached thereto a certified copy of
the Power of Attorney of the signing official. In addition, said company or companies
shall be rated "Best-A" or better as required by the Contracting Agency, as currently
listed in the most recent Best Key Rating Guide, published by the A.M. Best Company.
6.6 NOTICES
Except for notices containing protected health information (PHI), in which case Exhibit C hereto
shall govern, all notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
Attn: Chief Procurement Officer
320 West Lincoln Street
Phoenix, Arizona 85003-2494

For Contractor:
DLT Solutions LLC
13861 Sunrise Valley Drive, Suite 400
Herndon VA 20171
6.7 REQUIREMENTS CONTRACT
6.7.1 Contractor signifies its understanding and agreement by signing this document that this
Contract is a requirements contract. This Contract does not guarantee any purchases will
be made (minimum or maximum). Orders will only be placed when County identifies a
need and issues a purchase order or a written notice to proceed.
6.7.2 County reserves the right to cancel purchase orders or notice to proceed within a
reasonable period of time after issuance. Should a purchase order or notice to proceed be
canceled, the County agrees to reimburse the Contractor for actual and documented costs
incurred by the Contractor. The County will not reimburse the Contractor for any
avoidable costs incurred after receipt of cancellation, or for lost profits, or shipment of
product or performance of services prior to issuance of a purchase order or notice to
proceed.
6.8 TERMINATION FOR CONVENIENCE
County reserves the right to terminate this Contract at any time, in whole or in part and without
penalty or recourse, by providing at least ten (10) days prior written notice. Upon receipt of the
written notice, Contractor shall immediately stop all work, notify all subcontractors of the
effective date of the termination and minimize all further costs to County. In the event of
termination under this Section, all documents, data and reports prepared by Contractor or its
subcontractors or agents under this Contract shall become the property of and be delivered to
County or its designee upon demand. Contractor shall be entitled to receive just and equitable
compensation for work in progress, work completed and materials accepted before the effective
date of the termination provided that such services are performed in accordance with the
provisions of this Contract.
6.9 TERMINATION FOR DEFAULT
6.9.1 In addition to the rights reserved in this Contract, County may terminate this Contract at
any time, in whole or in part and without penalty or recourse, due to the failure of
Contractor to comply with any term or condition of this Contract and its exhibits, to
acquire and maintain all required insurance policies, bonds, licenses and permits, or to
perform its obligations or make satisfactory progress in performing its obligations under
this Contract. The Parties agree that termination under this Section shall not occur unless
written notice of the alleged breach or non-performance is first given to Contractor and
Contractor fails to cure the alleged breach or non-performance within fifteen (15) days
following receipt of such written notice. The Procurement Officer shall provide written
notice of the termination and the reasons for it to Contractor. Contractor shall be entitled
to receive just and equitable compensation for work in progress, work completed and
materials accepted before the effective date of the termination provided that such services
are performed in accordance with the provisions of this Contract.
6.9.2 Upon termination under Section 6.7.1, all goods, materials, documents, data and reports
prepared by Contractor or its subcontractors or agents under this Contract shall become
the property of and be delivered to County on demand.
6.9.3 County may, upon termination of this Contract, procure, on terms and in the manner that
it deems appropriate, materials or services to replace those under this Contract.

Contractor shall be liable to County for any excess costs incurred by County in procuring
materials or services in substitution for those due from Contractor if termination by
County was made pursuant to Section 6.7.1.
6.2.1 Contractor shall continue to perform in accordance with the requirements of this Contract
up to the date of termination, as directed in the termination notice.
6.10 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that pursuant to A.R.S. §38-511, County may cancel this Contract without penalty
or further obligation within three (3) years after execution of this Contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating this Contract on
behalf of County is at any time while this Contract or any extension of this Contract is in effect, an
employee or agent of any other party to this Contract in any capacity or consultant to any other
party of this Contract with respect to the subject matter of this Contract. Additionally, pursuant to
A.R.S §38-511, County may recoup any fee or commission paid or due to any person significantly
involved in initiating, negotiating, securing, drafting or creating this Contract on behalf of County
from any other party to this Contract arising as the result of this Contract.
6.11 OFFSET FOR DAMAGES
In addition to all other remedies at law or equity, County may offset from any money due to
Contractor any amounts Contractor owes to County for damages resulting from breach or
deficiencies in performance under this Contract.
6.12 ADDITIONS/DELETIONS OF SERVICE
County reserves the right to add and/or delete materials to this Contract. If a service requirement
is deleted, payment to Contractor will be reduced proportionately to the amount of service reduced
in accordance with the bid price. If additional materials are required from this Contract, prices for
such additions will be negotiated between Contractor and County.
6.13 RELATIONSHIPS
In the performance of the services described herein, 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, joint venture or joint
employers between County and Contractor. Except as expressly set forth in this Contract,
Contractor does not have the authority to enter into any contract or incur any liability on behalf of
County.
6.14 SUBCONTRACTING
Contractor may not assign this Contract or subcontract to another party for performance of the
terms and conditions hereof without the written consent of County, which shall not be
unreasonably withheld. All correspondence authorizing subcontracting must reference the
Proposal Serial Number and identify the job project. Any use by Contractor of Contractor's
affiliates as subcontractors, or other subcontractors, to perform Contractor's services under this
Contract, is subject to Contractor remaining primarily responsible for its obligations under this
Contract and ensuring that services are provided to the same extent that Contractor would have
provided such services had Contractor performed those services without the use of an affiliate or
subcontractor. In addition, Contractor shall ensure that any and all such affiliates and
subcontractors agree to the same restrictions, conditions, and requirements that apply through this
Contract to such affiliates and subcontractors and shall keep County informed concerning the
performance of all affiliates and subcontractors.

6.15 AMENDMENTS
All amendments to this Contract shall be in writing and approved/signed by both Parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
6.16 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
6.16.1 In accordance with section MCI 367 of the Maricopa County Procurement Code,
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. County, Federal or State auditors and any other
persons duly authorized by County shall have full access to, and the right to examine,
copy and make use of any and all said materials in the context of the audit.
6.16.2 If 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, Contractor shall reimburse County for
the services not so adequately supported and documented.
6.17 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 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 service fee invoice submitted by Contractor by the amount of the disallowance, or to require
repayment of the disallowed amount by Contractor.
6.18 SEVERABILITY
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the
validity of any other provision of this Contract.
6.19 RIGHTS IN DATA
County shall own and have the use of all data and reports resulting from this Contract without
additional cost or other restriction except as provided by law. Each party shall supply to the other
party, upon request, any available information that is relevant to this Contract and to the
performance hereunder. County and Contractor acknowledge that records created pursuant to
performance of this Contract may be determined to be public records under the Arizona Public
Records Law, A.R.S. §§ 39-101 to -161 unless an exception is recognized under Federal or State
law.
6.20 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.
6.21 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §4I -
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS
6.21.1 By entering into this Contract, Contractor warrants compliance with (i) the Immigration
and Nationality Act (INA) and all other federal immigration laws and regulations related to
the immigration status of Contractor's employees, and (ii) A.R.S. §23-214(A) and its e-

verify requirements. Contractor shall obtain statements from its subcontractors similarly
certifying compliance and shall furnish the statements to the County Procurement Officer
upon request. These warranties shall remain in effect through the term of this Contract.
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 this Contract and verify
employment eligibility of each employee using the E-verify system and shall keep a record
of the verification for the duration of the employee's employment or at least three years,
whichever is longer. 1-9 forms are available for download at USCIS.GOV .
6.21.2 County retains the legal right to inspect the verification records and related documents of
Contractor and subcontractor(s) performing work under this Contract to verify compliance
with Section 6.19.1. Contractor and subcontractor shall be given reasonable notice of
County's intent to inspect and shall make the documents available at the time and date
specified. Should County suspect or find that Contractor or any of its subcontractors are not
in compliance, County will consider this a material breach of this Contract and may pursue
any and all remedies allowed by law, including, but not limited to: suspension of work,
termination of this Contract for default, and suspension and/or debarment of Contractor.
All costs necessary to verify compliance are the responsibility of Contractor.
6.22 CONTRACTOR LICENSE REQUIREMENT
6.22.1 Contractor shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of its 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. Contractor 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 this Contract and shall comply with the
same. Contractor shall immediately notify both the Maricopa County Office of
Procurement Services and the using agency of any and all changes concerning permits,
insurance or licenses.
6.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6.23.1 The undersigned (authorized official signing for Contractor) certifies to the best of his or
her knowledge and belief, that Contractor, defined as the primary participant in
accordance with 45 CFR Part 76, and its principals:
6.23.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
or State department or agency;
6.23.1.2 have not within a 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;
6.23.1.3 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 Section 6.21.1.2; and

6.23.1.4 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.
6.23.2 Should Contractor not be able to provide this certification, an explanation as to why
should be attached to this Contract.
6.23.3 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.
6.24 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
6.25 GOVERNING LAW
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or
lawsuits involving this Contract will be in Maricopa County Superior Court or in the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona
6.26 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.
6.27 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 otherwise engage in
any unethical conduct, may be grounds for Disbarment or Suspension under MCI -902.
An attempt to influence includes, but is not limited to:
6.27.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type of valuable contribution or
subsidy,
6.27.2 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 Maricopa County
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, and/or any remedy
provided by this Contract.
6.28 TAXES
Contractor agrees to hold County harmless from any and all taxes, assessments or governmental
charges incurred by it in connection with Contractor providing services under this Contract. If at
any time County believes that a tax levied in connection with this Contract was not properly taxed
or taxable, Contractor agrees to execute Arizona Form 285, as well as any other Representation
Authorization Form or document necessary to permit County to contest the tax or seek a refund.
In such event, Contractor agrees to fully cooperate with County in such matter.
6.29 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.
6.30 INCORPORATION OF DOCUMENTS
The Parties agree that the following attached Exhibits are made part of this Contract:
6.30.1 Exhibit A, Pricing Sheet;
6.30.2 Exhibit B, Scope of Work;
6.30.3 Exhibit C, Oracle License Definitions and Rules.
6.30.4 Exhibit D, DLT Solutions, Oracle End User License Agreement (EULA)
6.30.5 Exhibit E, Managed Cloud Services Terms and Conditions
6.30.6 Exhibit F, Manufacturers Statement of Terms for Hardware
6.30.7 Exhibit G, Maricopa County Contractor Travel Policy

IN WITNESS WHEREOF, this Contract is executed on the dates set forth below.
CONTRACTOR
V('--) le'iaf Ct Ase
PRINTED NAME AND TITLE
13861 Sunrise Valley Dr., Suite 400
Herndon VA 20171
WSbC/q
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
LEGAL COUNSEL DATE