13102-CONTRACT.DOCX

SERIAL 13102-ROQ OUTSIDE LEGAL SERVICES
DATE OF LAST REVISION: November 06, 2013 CONTRACT END DATE: November 30, 2016
CONTRACT PERIOD THROUGH NOVEMBER 30, 2016
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for OUTSIDE LEGAL SERVICES
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 November 06, 2013.
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
AS/ua
Attach
Copy to: Office of Procurement Services
(Please remove Serial 10009-S from your contract notebooks)

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OUTSIDE LEGAL SERVICE
1.0 INTENT:
Maricopa County, on behalf of its “elected and appointed executives and officials of the County, their
employees and agents, in their respective official capacities,”(hereafter, “County”) intends to select
private counsel to provide legal services in support of the County Attorney (and where applicable the
Administrator of the County’s Self-Insured Trust) in various fields. Some of these practice areas will
involve the County as a party to litigation, and the incident handled may be one for which the County
could be wholly or partially self-insured with various retention levels. Other practice areas require
occasional outside legal services in a specific matter in which there is a need to supplement the services
available in the County Attorney’s Office. To this end, the County will enter into an agreement with
qualified Counsel who, from time to time, may be called upon to provide legal services regarding a specific
matter or case according to the terms, including negotiated agreements, as discussed in the agreement.
This will be a Contract for Professional Services pursuant to Section MC1-355(D) (3) of the Maricopa
County Procurement Code. It is a requirements contract. No guarantees are made by the County as to
any, or the quantity of, “work” that may be assigned. In selecting private counsel with whom to enter into
the agreement from among those firms whose responses meet the required qualifications, and in the
assignment of cases or matters to contracted firms, no partiality or preference in the selection will be
given based upon or affected by political contributions or support provided or not provided by private
counsel or their clients.
DEFINITION OF KEY TERMS:
“COUNSEL” means any Person who has a Contract with a County Governmental unit. Counsel may also
mean Respondent, Vendor or Contractor.
“PERSON” means any firm, corporation, Business, individual, union, committee, club, other organization
or group of individuals.
“AUTHORIZED COUNTY REPRESENTATIVE” means the Procurement Officer assigned to oversee the
finalized contract from the Office of Procurement Services.
“CONTRACT ADMINISTRATOR” means the representative from the individual departments utilizing the
finalized contract.
2.0 SCOPE OF WORK:
2.1 Statements of Qualification will be considered for the full range of practice areas related to the
needs of COUNTY government, including, but not limited to: (Respondents shall self-identify
areas of practice in BidSync vendor self-services, See Exhibit 3).
Appellate practice;
Attorney conduct and professionalism;
Bond and disclosure counsel;
Collections and bankruptcy;
Commercial transactions and litigation;
Construction litigation;
Election law;
Eminent domain and relocation;
Environmental law;
General governmental practice (open meetings, public records, budget law, etc.);
Tort liability;
Health care, including public health and employee benefit coverage issues;
Public housing;

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Immigration law;
Insurance contracts;
Intellectual property;
Employment;
Land use;
Legislative matters;
Medical malpractice;
Mental health;
Real estate transactions;
Section 1983 civil rights defense;
Property tax appeals, tax lien sales and foreclosures, Treasurer’s matters;
Public contracts and procurement;
Public fiduciary;
Public official liability;
Road, building, design and construction or maintenance liability,
Workers’ compensation issues.
The range of services, depending upon the needs of the County and the qualifications of Counsel,
may include the following: advice, direction and representation in cooperation with the County
Attorney and, if applicable, the Administrator of the County’s Self-Insured Trust or other
department head or public officials within the County; investigation, legal research and writing,
preparation of pleadings, legal memoranda and briefs, appearances before administrative
boards, trial and appellate courts; and active association with the Maricopa County Attorney’s
Office as co-Counsel in specified cases.
2.2 MANDATORY QUALIFICATIONS:
2.2.1 All Counsel providing legal services on cases and matters shall be:
2.2.1.1 Licensed and in good standing with the State Bar of Arizona; or
2.2.1.2 Licensed and in good standing in the jurisdiction of the principal office in which
they primarily practice law.
2.2.2 Counsel shall supply a list of all attorneys presently proposed, and copies of the resumes
of those attorneys, expected to provide such services with the Response to this
Invitation. After the award of a contract, resumes of other attorneys proposed to be
called upon to provide such services must be supplied and approved before they may
work on a case or matter.
2.2.3 Categories of Counsel and required experience:
2.2.3.1 Senior Partner (16 years plus)
2.2.3.2 Partner (10-16 years)
2.2.3.3 Senior Associate or Of Counsel (5-10 years)
2.2.3.4 Associate (0-5 years)
2.3 CONTRACT REQUIREMENTS:
2.3.1 Any agreement to provide legal services must conform to and be governed by the laws
of the State of Arizona and the Maricopa County Self-Insured Risk Trust. The County
accepts no legal or financial responsibility for the preparation of letters of interest and
statements of qualifications by interested Counsel, or the costs inherent in negotiation
of an agreement with the County.
2.3.2 All Counsel shall maintain the required insurance coverage(s) set forth herein, for the
duration of the contract.

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2.3.3 The County Attorney, and the Administrator of the County’s Self-Insured Trust if
applicable, reserve the right of approval regarding the assignment of the firm's
personnel to represent the County. At the written request of the County, the firm will
immediately replace any personnel assigned.
2.3.4 The services of any Counsel on a specific matter may be terminated upon written notice
from the County Attorney (and where applicable the Administrator of the County’s Self-
Insured Trust). In the event of such action, the firm will provide the necessary and
appropriate assistance to transfer pending matters to the County Attorney and/or
successor Counsel.
2.3.5 No Counsel contracted with the County may pursue claims or engage in litigation
against, or provide legal services adverse to, the County or other Maricopa County
Special Taxing Districts or political subdivisions, including but not limited to: Flood
Control District of Maricopa County, Maricopa County Stadium District, Maricopa
County Housing Authority, and Maricopa County Library District, without first obtaining
written permission to do so from the Maricopa County Board of Supervisors (or District,
if applicable). Counsel shall adhere to the Rule of Professional Conduct promulgated by
the Arizona Supreme Court regarding litigation or providing legal services adverse to the
County after the expiration of this agreement.
2.3.6 Upon referral of a lawsuit or other matter by County and its acceptance by Counsel,
Counsel shall be appointed as Special Counsel for that purpose. As Special Counsel,
Counsel agrees to provide all necessary legal services, including advice, investigation,
legal research, preparation of pleadings, legal memoranda, briefs, and appearances in
court or other bodies in representing County.
2.3.7 Counsel’s legal services shall be carried out in cooperation with the County Attorney
(and where applicable with the Administrator of the County’s Self-Insured Trust) in a
manner consistent with Counsel’s ethical obligations.
2.3.8 When deemed necessary and appropriate by the County Attorney (and where
applicable the Administrator of the County’s Self-Insured Trust) Counsel may be
authorized to retain additional legal services from a qualified firm or individual in order
to complete an engagement. (See Section 2.6 Alternative Agreements).
2.3.9 When referral of a case or matter is made, the County Attorney (and where applicable
the Administrator of the County’s Self-Insured Trust) will furnish Counsel all
investigative and other materials County has relative to the case or matter and will in
their discretion conduct such additional investigation as Counsel shall request.
2.3.10 Unless waived in general as to a particular case by the County Attorney (and where
applicable the Administrator of the County’s Self-Insured Trust), prior authorization by
the Administrator is required for two or more Counsel to prepare or attend depositions,
hearings, meetings, etc. in any case.
2.3.11 When the special talents of lawyers or other members of Counsel's firm whose services
are not addressed in Section 2.1, may prove to be of benefit to the County in a particular
case or matter, fees for those services may be negotiated by the Parties as applicable,
independent of the fee structure set forth in Attachment A. Any such additional
services shall be billed at actual cost, with prior written consent by the County Attorney
(and, where applicable, the Administrator of the County’s Self-Insured Trust).
2.3.12 Except as provided herein, actual, necessary expenses paid or incurred by Counsel in
connection with performance hereunder will be reimbursed by County, when
accompanied by receipts. Counsel shall obtain prior written approval from the County

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Attorney (and where applicable the Administrator of the County’s Self-Insured Trust)
before incurring expenses for such things as out of County travel, lodging or any single
item expense in excess of $500.00.
2.3.13 Counsel shall promptly furnish copies of all pleadings, discovery requests and responses,
disclosure statements, medical reports, investigative reports, appellate briefs, and all
significant correspondence to County Attorney (and where applicable Administrator of
the County’s Self-Insured Trust).
2.3.14 Deposition requests and retention of consultants or experts must be reviewed and pre-
authorized by County Attorney (and where applicable the Administrator of the County’s
Self-Insured Trust). Deposition summaries will not be paid for. Counsel will instead
provide County Attorney (and where applicable the Administrator of the County’s Self-
Insured Trust) with a not more than two page report on the highlights of the deposition
and a disc containing the entire transcript.
2.3.15 Unless waived in writing as to a small matter, as soon after receipt of a lawsuit as is
practical, Counsel shall furnish County Attorney (and where applicable the Administrator
of the County’s Self-Insured Trust) with a written evaluation of the merits of the case, an
assessment of the exposure to County, and a legal budget through trial. Thereafter,
Counsel shall provide quarterly status reports by the 15th day of January, April, July and
October of each year in which the representation continues, as well as a special report
of all events that significantly affect the merits of the lawsuit or the exposure of the
County. Counsel shall attend meetings to discuss the lawsuit’s status at the time and
place as requested by County Attorney and where applicable the Administrator of the
County’s Self-Insured Trust.
2.3.16 Unless waived in writing as to a small matter, all offers of compromise shall be promptly
transmitted to County Attorney (and where applicable the Administrator of the County’s
Self-Insured Trust) together with Counsel’s recommendation. The County Attorney's
office (and where applicable the Administrator of the County’s Self-Insured Trust) will be
responsible for obtaining authority to respond to settlement proposals, and scheduling
of any matter before the Maricopa County Board of Supervisors.
2.3.17 Unless waived in writing as to a small matter, as soon as discovery has been completed
and in any event no later than three months prior to the date set for trial, Counsel shall
discuss with County Attorney (and where applicable the Administrator of the County’s
Self-Insured Trust) the status of the lawsuit with any recommendations as to settlement.
Counsel shall, at all other times, discuss with County Attorney (and where applicable
Administrator of the County’s Self-Insured Trust) the advisability of attempting to settle
a lawsuit when it is in the best interest of County to attempt settlement.
2.3.18 Whenever additional investigation is deemed desirable by Counsel and it can be
provided by use of investigators, Counsel shall notify and obtain pre-approval, in writing,
from the County Attorney (and where applicable with the Administrator of the County’s
Self-Insured Trust) of such need and they may elect to conduct such investigation.
2.3.19 Counsel shall forward to the County Attorney for response all requests received from
the Arizona Auditor General relating to an assessment of liability and damages exposure
in any matter which has been referred to Counsel. Counsel shall cooperate with the
County Attorney, in responding to the Auditor General as efficiently as possible in order
to minimize the cost to County.
2.3.20 Counsel agrees to act as co-counsel with the County Attorney on those cases where the
County Attorney's Office determines (and where applicable in consultation with the
Administrator of the County’s Self-Insured Trust) that it is advisable to do so.

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2.3.21 Counsel may, upon referral of a lawsuit, decline to represent County. Counsel may also
withdraw from representation of County when it would be ethically improper to
continue. In the event Counsel must either withdraw from a case or decline a
representation, County shall be immediately notified in writing or by telephone if time is
of the essence.
2.3.24 Counsel may be assigned to represent County in any particular case or matter only by
decision of the County Attorney (and where applicable in consultation with the
Administrator of the County’s Self-Insured Trust). If however, the County Attorney is
ethically conflicted under the Rules of Professional Conduct promulgated by the
Supreme Court of the State of Arizona, Counsel may be assigned by the Maricopa
County Board of Supervisors. Counsel assignment may be withdrawn at any time in the
discretion of the County Attorney (and where applicable in consultation with the
Administrator of the County’s Self-Insured Trust). If, however, the County Attorney is
ethically conflicted under the Rules of Professional Conduct promulgated by the
Supreme Court of the State of Arizona, Counsel may be assigned by decision of the
Maricopa County Board of Supervisors. If Counsel’s assignment is withdrawn by
Administrator of the County’s Self-Insured Trust Counsel shall cooperate fully with
alternative assigned Counsel.
2.3.25 If, during the term of this Contract or any extension thereof: (a) one or more of the
lawyers who are working on active cases or matters for the County leaves the
contracted firm to practice elsewhere in the County; or (b) the contracted firm dissolves,
divides, merges or otherwise undergoes a material change in its structure or
governance, then the County reserves the right:
2.3.25.1 To decide whether the departing lawyer(s) will continue to work on those
active cases or matters for the County;
2.3.25.2 To decide whether the contracted firm they are leaving will continue under this
Contract as to those active cases or matters and whether it will remain under
this Contract;
2.3.25.3 In the case of dissolution, division, merger or other material change of the
contracted firm, the County will consider requests to assign a contract if it is
determined that the firm, firms or lawyers being assigned the Contract meet
the Mandatory Qualifications .
These decisions are not mutually exclusive.
2.3.26 During the term of this Contract, the County reserves the right to add additional firms in
instances where it has been determined in writing there is insufficient representation
capacity in specific practice areas, unique or specialized knowledge and skills required to
adequately represent the County are not available from current firms, or other
situations arise that in the sole discretion of the County require supplementing legal
providers. In instances when the need to add legal providers is justified, a solicitation
will be issued to add firms to this contract in compliance with the Maricopa County
Procurement Code noticing interested firms of the County’s intent.
2.3.27 Counsel agrees to notify the County Attorney’s Office and the County department or
agency involved in any engagement, if Counsel receives any inquiry or request for
comment, information or documents from the media. Counsel agrees NOT to respond
to any such request without the prior approval of both the County Attorney’s Office and
the County department or agency involved in the engagement, and will NOT issue press
releases or participate in media interviews without the prior authorization of the County
Attorney (and where applicable the Administrator of the County’s Self-Insured Trust).

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2.3.28 Counsel is expected to make all commercially reasonable efforts to maintain staff
continuity throughout the duration of the contract. If, however, a change becomes
necessary, Counsel must promptly notify the County of the potential unavailability of
any key personnel as soon as Counsel becomes aware of such circumstance. If such
personnel are currently engaged in rendering services for the County at the time that
the Counsel becomes aware of such potential unavailability, the notice to the County
must be immediate. Counsel must, concurrently with such notice or within an agreed
period of time thereafter, submit a resume of any proposed personnel for substitution,
but in no event later than such personnel substitution. All personnel substitutions must
be pre--approved in writing by the County. In addition, the County reserves the right to
obtain and approve a substitution of any personnel upon request in writing.
2.4 MISCELLANEOUS COUNSEL REQUIREMENTS:
2.4.1 The maximum reimbursement by the County for Counsel’s copying or printing charges shall
be:
2.4.1.1 On a per matter or case basis, for the first 2,500 copies per month, the lesser of
$0.10 per page or the rate reimbursed to Counsel by its “most favored nation”
client; and
2.4.1.2 For larger volumes, to be negotiated and agreed to in advance by the Contract
Administrator. For such larger volumes, Counsel may be directed to have the
materials delivered to the Contract Administrator for in-County copying or to an
outside vendor approved by the Contract Administrator for volume copying.
2.4.2 No payment shall be made for miscellaneous charges for ordinary and customary services
(i.e., mileage within the County, parking, telephone or fax charges, secretarial, clerical or
administrative services, overtime, or for postal, parcel, courier or other delivery services).
Such charges are considered overhead and are part of the hourly rates agreed to, (See
attachment A).
2.4.3 Other than agreed upon hourly charges of Counsel, no payment shall be made for costs
associated with the general expenses of legal research (Westlaw, LexisNexis, PACER or
other print or electronic research tools).
2.4.4 All costs over $500.00 must be pre-approved in writing.
2.4.5 All expert engagements must be pre-approved in writing.
2.4.6 All engagements for litigation services under the contract require an assignment letter
from the County Attorney (and, where applicable, the Administrator of the County’s Self
Insured Trust).
2.4.7 Any legal services performed without an applicable assignment letter exposes the
Counsel to the risk of not being paid for those services.
2.5 TRAVEL EXPENSES:
Travel expenses will be paid according to the attached COUNTY outside Vendor travel policy.
(Exhibit 2)
2.5.1 Travel time of any Counsel for out-of-county travel shall be billed at one-half of that
Counsel’s billing rate.
2.5.2 Travel time for non-Counsel staff will not be paid unless previously approved in writing by
County Attorney (and where applicable with the Administrator of the County’s Self-
Insured Trust).

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2.6 ALTERNATIVE AGREEMENTS:
2.6.1 In the event that County, at its sole discretion, determines that legal representation
requires specialized knowledge, skills or capabilities, County reserves the right to enter
into supplemental agreements with other Counsel. Said supplemental agreements will
be the limited scope of a defined case or matter with the same terms and conditions of
this Agreement. The County Attorney (and where applicable with the Administrator of
the County’s Self-Insured Trust) shall provide written determination and seek approval
through the appropriate process. Upon approval of the request, the Office of
Procurement Services, with the assistance of the County Attorney, (and where
applicable with the Administrator of the County’s Self-Insured Trust) will negotiate an
agreement with a Counsel that the County Attorney (and, where applicable, the
Administrator of the County’s Self Insured Trust) determines is most qualified to provide
the said services. The Agreements, based on the unique characteristics of each matter,
may have rates or a compensation structure that differs from the contractual hourly
rate cap.
2.7 USAGE REPORT:
The Counsel shall furnish the County, upon request, usage reports containing information on
services rendered under this Contract. The format and reporting periods of these reports shall
be defined by the County.
2.8 FACILITIES:
During the course of this Contract, the County may provide the Counsel’s personnel with
temporary adequate workspace for consultants and such other related facilities as may be
required by Counsel to carry out its obligations enumerated herein.
2.9 INVOICES AND PAYMENTS:
2.9.1 The Counsel 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:
2.9.1.1 Company name, address and contact
2.9.1.2 County bill-to name and contact information
2.9.1.3 Contract Serial Number
2.9.1.4 Court number and, if applicable, Risk Management file number
2.9.1.5 Invoice number and date
2.9.1.6 Payment terms
2.9.1.7 Date of service
2.9.1.8 Description of Services
2.9.1.9 Pricing per unit of purchase (breakdown of authorized billable fees)
2.9.1.10 Mileage w/rate (if applicable)
2.9.1.11 Arrival and completion time (if applicable)
2.9.1.11.1 County reserves the right to request supporting documentation
(access logs, electronic reports) for all work performed on behalf
of the County.
2.9.1.12 Sub-totals of costs and Counsel’s fees (delineated separately) incurred from
inception of matter to date.
2.9.1.13 Total Amount Due
2.9.2 Counsel shall submit monthly billings for services rendered and expenses incurred.
Where the fee agreement is on an hourly charge basis, the billings shall conform to the
then-current ABA Uniform Task Based Billing Codes applicable to the matter or case.

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2.9.3 All bills should be submitted no later than the 15th of the month following the month in
which the services were performed or expenses incurred, and must in any event be
submitted by the close of the month following the month in which the services were
performed or expenses incurred.
2.9.4 Professional service fees must be invoiced by:
2.9.4.1 Date service performed
2.9.4.2 Name or initials of person performing service with hourly rate
2.9.4.3 Each separate service noted with time charged by tenth of hour.
2.9.4.4 Counsel shall not block bill.
2.9.4.5 All billing shall also include the case name or matter number
2.9.4.6 County Attorney file number
2.9.4.7 Risk Management file number (if applicable)
2.9.4.8 Firm’s County Counsel number and all back-up support for legal fees and costs
2.9.4.9 A separate running total of fees for each case.
2.9.5 Problems regarding billing or invoicing shall be directed to the using agency as listed on
the assignment letter.
2.9.6 Payment shall be made to the Counsel by Accounts Payable through the Maricopa
County Counsel Express Payment Program. This is an Electronic Funds Transfer (EFT)
process. After Contract Award the Counsel shall complete the Counsel Registration
Form located on the County Department of Finance Counsel Registration Web Site
(http://www.maricopa.gov/Finance/Vendors.aspx).
2.9.7 All Counsel invoicing shall be submitted electronically for payment and in accordance
with the U.S. Mail and Wire Fraud Statutes under 18 U.S.C. 1343, which states:
Whoever, having devised or intending to devise any scheme or artifice to
defraud, or for obtaining money or property by means of false or fraudulent
pretenses, representations, or promises, transmits or causes to be transmitted
by means of wire, radio, or television communication in interstate or foreign
commerce, any writings, signs, signals, pictures, or sounds for the purpose of
executing such scheme or artifice, shall be fined under this title or imprisoned
not more than 20 years, or both.
2.9.8 EFT payments to the routing and account numbers designated by the Counsel will
include the details on the specific invoices that the payment covers. The Counsel is
required to discuss remittance delivery capabilities with their designated financial
institution for access to those details.
2.10 TAX:
No tax shall be levied against labor. It is the responsibility of the Counsel to determine any and
all taxes and include the same in Response price.
2.11 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 state so 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.

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2.12 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 Counsel, 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 ROQ is for awarding a requirements contract to cover a three (3) year period.
3.2 OPTION TO EXTEND:
3.2.1 The County may, at its option and with the approval of Counsel, renew the period 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). Counsel shall be notified in writing by the Office of
Procurement Services of the County’s intention to extend the Contract period at least
thirty (30) calendar days prior to the expiration of the original Contract period.
3.3 PRICE ADJUSTMENTS:
3.3.1 At the County’s sole discretion, hourly rate caps may be adjusted at the Contract
anniversary dates.
3.4 INDEMNIFICATION:
3.4.1 To the fullest extent permitted by law, Counsel 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.
Counsel’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 Counsel, as well as any
person or entity for whose acts, errors, omissions, mistakes or malfeasance Counsel 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.
3.4.4 The Indemnity language in this Section applies only to claims covered by Counsel’s
professional liability insurance policy. It does not purport to make the County an
additional insured under that policy.
3.4.4.1 To the fullest extent permitted by law, Counsel shall 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,

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and the cost of appellate proceedings, relating to, arising out of, or alleged to
have resulted from the negligent or intentional actions or acts, errors,
omissions, mistakes or malfeasance caused in whole or in part by Counsel
relating to work or services in the performance of this contract, including
anyone directly employed by them, their agents or representatives.
3.4.4.2 The scope of this indemnification does not extend to the sole negligence of
the County or to errors by third parties.
3.5 INSURANCE:
3.5.1 At Counsel’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++ A+. 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.
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.
3.5.2 Counsel’s insurance shall be primary insurance as respects County, and any insurance or
self-insurance maintained by County shall not contribute to it.
3.5.3 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.
3.5.4 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. Counsel shall be solely
responsible for the deductible and/or self-insured retention and County, at its option,
may require Counsel to secure payment of such deductibles or self-insured retentions
by a surety bond or an irrevocable and unconditional letter of credit.
3.5.5 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 Counsel of any
deficiencies in such policies and endorsements, and such receipt shall not relieve
Counsel from, or be deemed a waiver of County’s right to insist on strict fulfillment of
Counsel’s obligations under this Contract.
3.5.6 The insurance policies required by this Contract, except Workers’ Compensation, and
Professional Liability, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
3.5.7 The policies required hereunder, except Workers’ Compensation, and Professional
Liability, 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 Counsel’s work or service.

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3.5.8 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, $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.
3.5.9 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 $2,000,000 each occurrence with respect to any of the Counsel’s
owned, hired, and non-owned vehicles assigned to or used in performance of the
Counsel’s work or services under this Contract.
3.5.10 Workers’ Compensation:
3.5.11 Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Counsel’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.
3.5.11.1 Counsel 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 Counsel pursuant to this Contract.
3.5.12 Professional Liability:
3.5.12.1 Professional Liability insurance which will ensure and provide coverage with
limits of not less than $4,000,000 for each occurrence.
3.5.13 Certificates of Insurance.
3.5.13.1 Prior to commencing work or services under this Contract, Counsel 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 Counsel’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.
3.5.13.1.1 In the event any insurance policy or policies required by this
contract is (are) written on a “claims made” basis, coverage shall
extend for two years past completion and acceptance of Counsel’s
work or services and as evidenced by annual Certificates of
Insurance.
3.5.13.1.2 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.

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3.5.14 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 the County.
3.6 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.
3.7 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW:
3.7.1 In accordance with section MCI-371 of the Maricopa County Procurement Code, Counsel
agrees that County or its duly authorized representative shall, at any time during normal
business hours before, and until the expiration of six (6) years after, final payment
under this Agreement and irrespective of whether the County has paid any or all of the
firm’s invoices, have access to and the right to examine and audit any of the firm’s
books, documents, papers, files, records and other materials and accounting procedures
and practices sufficient to reflect fully and properly all work performed and services or
costs charged by the firm, and to adjust those charges or past payments by way of
making supplemental payments or obtaining refunds or credits against future billings in
order to assure compliance with the terms of the agreement and that in the final
analysis the firms’ charges are reasonable. 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.
3.7.2 If the Counsel’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 Counsel shall reimburse Maricopa
County for services inadequately supported or documented. 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 Counsel in writing of the disallowance and shall require
repayment of the disallowed amount by the Counsel by means of check made payable
to Maricopa County.
3.7.3 Upon conclusion or termination of any case, matter or assignment Counsel will deliver
to the County, or will store with the written agreement of the County, all the files,
materials and information related to such case, matter or assignment, in compliance
with The Rules of Professional Conduct promulgated by the Supreme Court of Arizona. If
records are stored by Counsel, Counsel agrees to adhere to the same records retention
requirements as the County. The County Attorney (and, where applicable, the
Administrator of the County’s Self Insured Trust) shall at all times remain the custodian
of these records, no matter where they are stored, and will be responsible for assuring
Counsel’s compliance and safeguarding of all records.
3.8 DATA OWNERSHIP:
The County shall own and have use of all data and information, in whatever format, resulting
from this Contract without additional cost or other restrictions except as provided by law.
Counsel shall supply to the County, upon request, any data and information relevant to this
Contract within ten (10) working days from the date of the request, unless a longer response
time is agreed to by the County. Electronic data shall be provided in a comma delimited flat file
or other commonly accepted format, at the option of the County.

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3.9 STRICT COMPLIANCE:
Acceptance by County of a performance that is not in strict compliance with the terms of the
Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms
of the Contract.
3.10 WAIVER OF CLAIMS:
3.10.1 Counsel accepts the compensation provided in the Contract in lieu of any other claim(s),
demand(s), request(s) or compensation for the services that Counsel provides pursuant
to the Contract.
3.10.2 Counsel’s obligations, including the duty of continuing representation, under this
section shall survive the termination or expiration of the Contract.
3.10.3 This section is not severable, in whole or in part, from any other provision of the
Contract. In the event any portion of the Contract is construed as invalid or
unenforceable, the Contract may be terminated in the sole discretion of the Contract
Administrator.
3.11 FURTHER ASSURANCES AND CORRECTIVE INSTRUMENTS:
The Parties will, from time to time, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, any corrective instruments as may be reasonably necessary to
carry out the intent of the Contract.
3.11.1 County has set pre-determined maximum hourly rates for Pricing. Respondents may offer
rates lower than stipulated. Lower rates shall be part of the consideration for award. NO
rates higher than stipulated shall be accepted. County also invites an indication whether
Respondents would be willing to consider an alternative fee agreement for a specific case
or matter.
3.12 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
3.9.1 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:
3.9.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
3.9.1.2 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;
3.9.1.3 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

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3.9.1.4 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.
3.9.2 Should the Contractor not be able to provide this certification, an explanation as to why
should be attached to the Contact.
3.9.3 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.
3.13 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.
3.14 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-4401 AND
FEDERAL IMMIGRATION LAWS AND REGULATIONS:
3.14.1 By entering into the Contract, the Counsel 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 Counsel
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. Counsel 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.
3.14.2 The County retains the legal right to inspect Counsel and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
3.19.1 of this Section. Counsel 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 Counsel 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 termination
of the Contract. All costs necessary to verify compliance are the responsibility of the
Counsel.
3.15 COUNSEL LICENSE REQUIREMENT:
3.15.1 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. Counsel shall immediately notify both Office
of Procurement Services and the using agency of any and all changes concerning
permits, insurance or licenses.

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3.16 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 termination of this Contract and Disbarment or Suspension under
MC1-902.
An attempt to influence includes, but is not limited to:
3.16.1 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,
3.16.2 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.
3.17 POST AWARD MEETING:
The successful Respondent(s) may be required to attend a post-award meeting with the Using
Agency to discuss the terms and conditions of the Contract. This meeting will be coordinated by the
Procurement Officer of the Contract.