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CONTRACT ELECTIONS COMPREHENSIVE REVIEW 250086-RFP This contract is entered into this 25th day of June, 2025 by and between Maricopa County (County), a political subdivision of the State of Arizona, and Berry, Dunn, McNeil & Parker, LLC, a Maine Limited Liability Company (Contractor) for the purchase of consulting services related to Maricopa County Elections processes, including Chain of Custody, Physical Security, Candidate Filing Compliance, Temporary Worker Hiring and Training, Ballot Drop Boxes, and Vote Center Selection and Setup. 1.0 CONTRACT TERM 1.1 This contract is for a term of one year, beginning on the 25th day of June 2025 and ending the 30th day of June 2026. 2.0 OPTION TO RENEW The County may, at its option and with the concurrence of the Contractor, renew the term of this contract up to a maximum of four additional year(s), (or at the County’s sole discretion, extend the contract on a month-to-month basis for a maximum of six 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 60 calendar days prior to the expiration of the original contract term. 3.0 CONTRACT COMPLETION In preparation for contract completion, the Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to, preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records and other data in the possession, custody, or control of the Contractor that are required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. 4.0 PRICE ADJUSTMENTS Any requests for reasonable price adjustments must be submitted 60 calendar days prior to contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the contract. The new change shall not be in effect until the date stipulated on the updated version of the contract. SERIAL# 250086-RFP 5.0 PAYMENTS 5.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit D – Pricing Sheet. 5.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 5.3 INVOICES 5.3.1 The Contractor shall submit one legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address, and contact information • County bill-to name and contact information • Contract serial number • County purchase order number • Project name and/or number • Invoice number and date • Payment terms • Date of service or delivery • Quantity • Contract item number(s) • Arrival and completion time • Description of purchase (product or services) • Pricing per unit of purchase • Extended price • Freight (if applicable) • Mileage with rate (if applicable) • Total amount due 5.3.2 Problems regarding billing or invoicing shall be directed to the department as listed on the purchase order. 5.3.3 Payment shall only 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 (https://www.maricopa.gov/5169/Vendor-Information). 5.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 5.3.5 EFT payments to the routing and account numbers designated by the Contractor shall 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. 5.4 APPLICABLE TAXES 5.4.1 It is the responsibility of the Contractor to determine any and all applicable taxes and include those taxes in their proposal. The legal liability to remit the tax is on the entity conducting business in Arizona. Tax is not a determining factor in contract award. 5.4.2 The County will look at the price or offer submitted and will not deduct, add, or alter pricing based on speculation or application of any taxes, nor will the County provide Contractor any advice or guidance regarding taxes. If you have questions regarding your tax liability, seek advice from a tax professional prior to submitting SERIAL# 250086-RFP your bid. You may also find information at https://www.azdor.gov/Business.aspx. Once your bid is submitted, the offer is valid for the time specified in this solicitation, regardless of mistake or omission of tax liability. If the County finds overpayment of a project due to tax consideration that was not due, the Contractor will be liable to the County for that amount, and by contracting with the County agrees to remit any overpayments back to the County for miscalculations on taxes included in a bid price. 5.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to their operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to, hold Maricopa County harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under Federal and/or State and local laws and regulations, and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security, and workers’ compensation. Contractor may be required to establish, to the satisfaction of County, that any and all fees and taxes due to municipality or the State of Arizona for any license or transaction privilege taxes, use taxes, or similar excise taxes are currently paid (except for matters under legal protest). 6.0 AVAILABILITY OF FUNDS 6.1 The provisions of this contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this contract. County shall keep the Contractor fully informed as to the availability of funds. 6.2 If any action is taken by, any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance. 7.0 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE) The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful respondent under this solicitation, a member of SAVE may access a contract resulting from a solicitation issued by the County. If contractor does not want to grant such access to a member of SAVE, state so in contractor’s bid. In the absence of a statement to the contrary, the County will assume that contractor does wish to grant access to any contract that may result from this bid. The County assumes no responsibility for any purchases by using entities. 8.0 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs) County currently holds ICPAs with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the contract under its applicable procurement rules, processes, and procedures. Certain governmental agencies may not require an ICPA and may utilize this contract if it meets their individual requirements. Other governmental agencies may enter into a separate Statement of Work with the Contractor to meet their own requirements. The County is not a party to any uses of this contract by other governmental entities. SERIAL# 250086-RFP 9.0 DUTIES 9.1 The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise directed in writing by the procurement officer. 9.2 During the contract term, County may provide Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its contractual obligations. 10.0 TERMS AND CONDITIONS 10.1 INDEMNIFICATION To the fullest extent permitted by law, and to the extent that claims, damages, losses, or expenses are not covered and paid by insurance purchased by the contractor, the contractor shall defend, indemnify, and hold harmless the County (as Owner), its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from, the negligent acts, errors, omissions, or mistakes of the contractor, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable relating to the performance of this contract. 10.1.1 Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment of, or destruction of tangible property, including loss of use resulting therefrom, caused by negligent acts, errors, omissions, or mistakes in the performance of this contract, but only to the extent caused by the negligent acts or omissions of the contractor, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. 10.1.2 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 section. 10.1.3 The scope of this indemnification does not extend to the sole negligence of County. 10.2 INSURANCE 10.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain, at a minimum, the herein stipulated insurance from a company or companies duly licensed by the State of Arizona and possessing an AM Best, Inc. category 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. 10.2.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this contract. SERIAL# 250086-RFP 10.2.3 In the event that the insurance required is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this contract and either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years beginning at the time work under this contract is completed. 10.2.4 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 10.2.5 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. 10.2.6 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. 10.2.7 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 insureds. 10.2.8 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. 10.2.9 If available, the insurance policies required by this contract may be combined with Commercial Umbrella Insurance policies to meet the minimum limit requirements. If a Commercial Umbrella insurance policy is utilized to meet insurance requirements, the Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance covers. 10.2.9.1 Commercial General Liability Commercial General Liability (CGL) insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 10.2.9.2 Automobile Liability Commercial/Business Automobile Liability 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 or use or maintenance of the premises under this contract. SERIAL# 250086-RFP 10.2.9.3 Workers’ Compensation 10.2.9.3.1 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. 10.2.9.3.2 Contractor, its subcontractors, and sub-subcontractors waive all rights against this contract and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by the workers’ compensation and Employer’s Liability or Commercial Umbrella Liability insurance obtained by Contractor, its subcontractors, and its sub-subcontractors pursuant to this contract. 10.2.9.4 Errors and Omissions/Professional Liability Insurance Errors and Omissions (Professional Liability) insurance which will insure and provide coverage for errors or omissions or professional liability of the contractor, with limits of no less than $2,000,000 for each claim. 10.2.10 Certificates of Insurance 10.2.10.1 Prior to contract award, Contractor shall furnish the County with valid and complete Certificates of Insurance, or formal endorsements as required by the contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this contract are in full force and effect. Such certificates shall identify this contract number and title. 10.2.10.2 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. 10.2.10.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County 15 calendar days prior to the expiration date. 10.2.10.4 Certificates of Insurance shall identify Maricopa County as the certificate holder as follows: Maricopa County c/o Risk Management 301 W Jefferson St, Suite 910 Phoenix, AZ 85003 10.2.11 Cancellation and Expiration Notice Applicable to all insurance policies required within the insurance requirements of this contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without 30 days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County SERIAL# 250086-RFP Office of Procurement Services and shall be mailed, or hand delivered to 301 W. Jefferson, Suite 700, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation. 10.3 FORCE MAJEURE 10.3.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this contract, if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes include, but are not limited to, acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or failure of electricity or telecommunication service, and pandemic. 10.3.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 10.3.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 10.4 ORDERING AUTHORITY Any request for purchase shall be accompanied by a valid purchase order issued by a County department or directed by a Certified Agency Procurement Aid (CAPA) with a purchase card for payment. 10.5 PROCUREMENT CARD ORDERING CAPABILITY County may opt to use a procurement card (Visa or Master Card) to make payment for orders under this contract. 10.6 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION This contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this contract when the County identifies a need and proper authorization, and documentation have been approved. 10.7 PURCHASE ORDERS 10.7.1 County reserves the right to cancel purchase orders within a reasonable period of time after issuance. Should a purchase order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the purchase order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, or for shipment of product prior to issuance of purchase order. 10.7.2 Contractor agrees to accept verbal notification of cancellation of purchase orders from the County procurement officer with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. SERIAL# 250086-RFP 10.8 BACKGROUND CHECK Respondents may be required to pass multiple background checks (e.g. Sheriff’s Office, County Attorney's Office, Courts, as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to, but is not limited to, the company, subcontractors, and employees, and the failure to pass these checks shall deem the respondent non-responsible. 10.9 SUSPENSION OF WORK The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the procurement officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. 10.10 STOP WORK ORDER 10.10.1 The procurement officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 calendar days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop work order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the procurement officer shall either: 10.10.1.1 cancel the stop work order; or 10.10.1.2 terminate the work covered by the order as provided in the Termination for Default or the Termination for Convenience clause of this contract. 10.10.1.3 The procurement officer may make an equitable adjustment in the delivery schedule and/or contract price, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor 10.11 TERMINATION FOR CONVENIENCE Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the Contractor. 10.12 TERMINATION FOR DEFAULT 10.12.1 The County may, by written Notice of Default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 10.12.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension; 10.12.1.2 make progress, so as to endanger performance of this contract; or SERIAL# 250086-RFP 10.12.1.3 perform any of the other provisions of this contract. 10.12.2 The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within 10 business days (or more if authorized in writing by the County) after receipt of a Notice to Cure from the procurement officer specifying the failure. 10.13 PERFORMANCE It shall be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform, and any price differential will be charged against the Contractor. 10.14 CONTRACTOR EMPLOYEE MANAGEMENT 10.14.1 Contractor shall endeavor to maintain the personnel proposed in their proposal throughout the performance of this contract. 10.14.2 If Contractor personnel’s employment status changes, Contractor shall provide County a list of proposed replacements with equivalent or greater experience. 10.14.3 Under no circumstances shall the implementation schedule to be impacted by a personnel change on the part of the Contractor. 10.14.4 Contractor shall not reassign any key personnel identified in their proposal without the express consent of the County. 10.14.5 County reserves the right to immediately remove from its premises any Contractor personnel it determines to be a risk to County operations. 10.14.6 County reserves the right to request the replacement of any Contractor personnel at any time, for any reason. 10.15 WARRANTY OF SERVICES 10.15.1 The Contractor warrants that all services provided hereunder will conform to the requirements of the contract, including all descriptions, specifications, and attachments made a part of this contract. County’s acceptance of services or goods provided by the Contractor shall not relieve the Contractor from its obligations under this warranty. 10.15.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt correction of any services failing to meet the Contractor's warranty herein. Services corrected by the Contractor shall be subject to all the provisions of this contract in the manner and to the same extent as services originally furnished hereunder. 10.16 INSPECTION OF SERVICES 10.16.1 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. 10.16.2 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. SERIAL# 250086-RFP 10.16.3 If any of the services do not conform to contract requirements, County may require the Contractor to perform the services again in conformity with contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 10.16.3.1 require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and 10.16.3.2 reduce the contract price to reflect the reduced value of the services performed. 10.16.4 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: 10.16.4.1 by contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 10.16.4.2 terminate the contract for default. 10.17 USAGE REPORT The Contractor shall furnish the County a usage report, upon request, 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 of measure. 10.18 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. 10.19 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. 10.20 SUBCONTRACTING 10.20.1 The Contractor may not assign to another Contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the bid serial number and identify the job or project. SERIAL# 250086-RFP 10.20.2 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. 10.21 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. 10.22 ADDITIONS/DELETIONS OF REQUIREMENTS The County reserves the right to add and/or delete materials and services to a contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a contract, prices for such additions will be negotiated between the Contractor and the County. 10.23 RIGHTS IN DATA 10.23.1 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. 10.23.2 Data, records, reports, and all other information generated for the County by a third party as the result of a contract are the property of the County and shall be provided in a format designated by the County or shall be and remain accessible to the County into perpetuity. 10.24 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 10.24.1 In accordance with Section MC1-372 of the Maricopa County Procurement Code, the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract for six years after final payment or until after the resolution of any audit questions, which could be more than six years, whichever is longest. 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. 10.24.2 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. 10.25 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. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check, or a deduction from current invoices submitted by the Contractor equal to the SERIAL# 250086-RFP amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 10.26 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. 10.27 VALIDITY The invalidity, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of the contract. 10.28 SEVERABILITY The removal, 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. 10.29 RELATIONSHIPS 10.29.1 In the performance of the services described herein, the Contractor shall act solely as an independent Contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co- employee, partnership, principal and agent, or joint venture between the County and the Contractor. 10.29.2 The County reserves the right of final approval on proposed staff. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless a different time period was previously approved by the County. 10.30 NON-DISCRIMINATION Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, contractor shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf) 10.31 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, vendor certifies it is not currently engaged in and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 10.32 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 10.32.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, its current officers, and directors: 10.32.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any SERIAL# 250086-RFP contract or grant by any United States department or agency or any state, or local jurisdiction; 10.32.1.2 have not within a three-year period preceding this contract: 10.32.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State, or local) transaction or contract; or 10.32.1.2.2 been convicted of violation of any Federal or State antitrust statutes or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 10.32.1.3 are not presently indicted or criminally charged by a government entity (Federal, State, or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State, or local) transaction or contract; 10.32.1.4 are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and 10.32.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, State, or local) terminated for cause or default. 10.32.2 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 10.32.3 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors or sub-subcontractors) and in all solicitations for lower tier covered transactions related to this contract. If this clause is applicable to a subcontractor or sub-subcontractor, the Contractor shall include the information required by this clause with their bid. 10.33 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 10.33.1 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 www.uscis.gov. SERIAL# 250086-RFP 10.33.2 The County retains the legal right to inspect documents of Contractor and subcontractor employees performing work under this contract to verify compliance with paragraph 10.33.1 of this section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to suspension of work, termination of the contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 10.34 CONTRACTOR LICENSE REQUIREMENT 10.34.1 The Contractor shall procure all permits, insurance, and licenses, and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any requirements, by any and all governmental or non-governmental entities as mandated to maintain compliance with and remain in good standing. The Contractor shall keep fully informed of existing and future trade or industry requirements, and 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 the Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses. 10.35 INFLUENCE 10.35.1 As prescribed in MC1-1203 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. 10.35.2 An attempt to influence includes, but is not limited to: 10.35.2.1 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 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. 10.35.3 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. 10.35.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS. 10.36 CONFIDENTIAL INFORMATION 10.36.1 Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. SERIAL# 250086-RFP 10.36.2 The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the contract. The Contractor’s procedures and controls, at a minimum, must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within 15 business days of the written request to do so. 10.36.3 Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 10.37 PUBLIC RECORDS Under Arizona law, all offers submitted and opened are public records and must be retained by the County at the Maricopa County Office of Procurement Services. Offers shall be open to public inspection and copying after contract award and execution, except for such offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an offeror believes that information in its offer or any resulting contract should not be released in response to a public record request, under Arizona law, the offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The records manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 10.38 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, expressed, or implied. 10.39 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this contract, the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 10.40 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, Phoenix, Arizona. 10.41 FORCED LABOR 10.41.1 By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions. 10.41.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use: SERIAL# 250086-RFP 10.41.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 10.41.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 10.41.2.3 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 10.41.3 If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end the 180-day period, the agreement terminates on the agreement termination date. 10.42 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. 10.43 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. 10.44 UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT REGISTRATION All contractors that receive funding must have a UEI number through https://sam.gov/content/entity-registration. Contractor must also remain current with the System for Award Management www.sam.gov throughout the term of the contract. 10.45 RELIGIOUS ACTIVITIES The contractor agrees that costs, planned or claimed, including costs incurred, shall not include any expense for any religious activity. 10.46 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property, or services contributed by the County or the contractor under the agreement shall be used in the performance of this agreement for any partisan political activity, or to further the election or defeat of any candidate for public office. 10.47 EQUAL EMPLOYMENT OPPORTUNITY 10.47.1 The contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, or national origin. The contractor shall take affirmative action to ensure applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex, or national origin. Such action shall include but is not limited to the following: employment, upgrading, demotion or transfer, recruitment, or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 10.47.2 Contractor shall comply with the following provisions: SERIAL# 250086-RFP 10.47.2.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); 10.47.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 10.47.2.3 The Age Discrimination in Employment Act of 1967, as amended (29U.S.C. §§ 621, et seq.); 10.47.2.4 The Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and Arizona Executive Order 2009-09, as amended, et seq. which mandates that all persons shall have equal access to employment opportunities. 10.47.2.5 Contractor understands that the United States has the right to seek judicial enforcement of this assurance. 10.48 CERTIFICATION REGARDING LOBBYING 10.48.1 Contractor certifies, to the best of their knowledge and belief, that: 10.48.1.1 No federal appropriated funds have been paid or will be paid, by or on behalf of the contractor, to any person for influencing or attempting to influence an officer or employee of any agency. This applies to a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant. Including the making of any federal, loan the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 10.48.2 If any funds other than federal appropriated funds, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 10.48.3 Contractor shall include Lobbying Certification language in the award documents for all subcontractors (including sub-grants, and contract under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. 10.48.3.1 The Lobbying Certification is a material representation of fact upon which reliance was placed when this transaction is made or entered into. Submission of this certification is prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any successful proposer(s) who fail to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. 10.49 CLEAN AIR ACT & CLEAN WATER ACT Contractor must comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 7606), section 508 of the Clean Water Act (33 U.S.C. 1368) Executive Order 11738, and Environmental Protection Agency regulations. SERIAL# 250086-RFP 10.50 ENERGY POLICY AND CONSERVATION ACT Contractor must adhere to the standards and policies relating to energy efficiency, which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat.871). 10.51 CONTRACT DISPUTES All Contract disputes will be handled in accordance with the Maricopa County Procurement Code, MCI-906 10.52 INCORPORATION OF DOCUMENTS 10.52.1 The following are to be attached to and made part of this Contract: 10.52.1.1 Exhibit A – Vendor Information and Pricing 10.52.1.2 Exhibit B – Scope of Work 10.52.1.3 Exhibit C – Office of Procurement Services Contractor Travel and Per Diem Policy. 10.53 NOTICES All notices given pursuant to the terms of this contract shall be addressed to: For County: Maricopa County Office of Procurement Services 301 W. Jefferson St. Suite 700 Phoenix, Arizona 85003-1647 For Contractor: Berry, Dunn, McNeil & Parker, LLC Dba BerryDunn 2211 Congress St. Portland, ME 04102 SERIAL# 250086-RFP IN WITNESS WHEREOF, this contract is executed on the date set forth above. CONTRACTOR AUTHORIZED SIGNATURE PRINTED NAME AND TITLE ADDRESS DATE MARICOPA COUNTY CHAIRMAN, BOARD OF SUPERVISORS DATE ATTESTED: CLERK OF THE BOARD DATE APPROVED AS TO FORM: DEPUTY COUNTY ATTORNEY DATE William Brown, Principal 2211 Congress Street, Portland, ME 04102 June 3, 2025 SERIAL# 250086-RFP EXHIBIT A: VENDOR INFORMATION AND PRICING COMPANY NAME: Berry, Dunn, McNeil & Parker, LLC DOING BUSINESS AS (dba): BerryDunn MAILING ADDRESS: 2211 Congress Street, Portland, ME 04102 REMIT TO ADDRESS: TELEPHONE NUMBER: (207) 541-2200 FAX NUMBER: (207) 774-2375 WWW ADDRESS: www.berrydunn.com REPRESENTATIVE NAME: Bill Brown, Principal REPRESENTATIVE TELEPHONE NUMBER: (207) 541-2200 REPRESENTATIVE EMAIL ADDRESS pqcv@berrydunn.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: X WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: X NET 30 DAYS 1.0 PRICING Job Classification/Service Hourly Rate Partner $301.00 Senior Manager $258.00 Manager $215.00 Supervisor/Senior Associate $194.00 Staff Associate $129.00 Subject Matter Expert $301.00 SERIAL# 250086-RFP EXHIBIT B: SCOPE OF WORK Proposal: Executive Summary As detailed in the Proposed Approach section of our proposal, we have provided a sample three- phase project work plan that addresses all six areas of review the County would like considered: Chain of Custody Physical Security Candidate Filing Compliance Temporary Worker Hiring and Training Ballot Drop Boxes Vote Center Selection and Setup By combining aspects of the work for all six assessment areas, we can offer the County efficiencies in conducting the review that would not otherwise be possible. For example, we can combine certain interviews and areas of research in the fieldwork phase, minimizing the impact on your staff and day- to-day operations and decreasing the overall cost of the work being requested. Our signature three-phase approach focuses on upfront planning, another way we increase project efficiencies for the County. Thanks to our years of service working with the County, we can further tailor it to best fit the County’s needs, work style, and requirements based on the knowledge we already have of your organization. Figure 1: Project Phases We understand that a project’s scope, schedule, and/or budget may change after it is underway as a result of the dynamic project environment and/or new information discovered during project activities. Our teams encounter these changes regularly in our work with public agencies like the County and are adept at addressing them in partnership with our clients. In our experience, transparency, honesty, and communication are key factors in successfully navigating these changes. At project initiation, our project manager will discuss the process to manage changes to project scope, schedule, and/or budget. If issues arise that may impact the overall project timeline or milestones, or if changes to project scope or budget are identified, we alert the client’s point of contact of these issues as part of our regular status reporting and work together to determine an appropriate resolution. BerryDunn brings a strong project management discipline to this engagement, with several team leaders certified by the Project Management Institute® (PMI®) as a Project Management Professional® (PMP®). The PMP® certification is the industry standard for project managers in many industries, including government professionals. It requires a rigorous examination process and is only awarded to candidates who have successfully completed at least 35 hours of project management training and accrued at least 4,500 hours leading and directing projects. SERIAL# 250086-RFP Our team members’ training and demonstrated project management experience, together with BerryDunn’s commitment to applying PMI® standards and best practices across all of our engagements, helps assure the County that this project will be conducted efficiently and effectively, and that the resulting assessment will be of the highest quality. Why BerryDunn? In addition to our high-quality deliverables, exceptional staff, and experience working with the County on election-related projects, internal audits, and other consulting projects, we believe the following points position BerryDunn as the best-qualified firm to perform the requested engagement: We offer you a team of industry-leading experts in governmental compliance auditing. Through our work with 650 state, local, and quasi-governmental clients across the country, we have developed a deep understanding of state, county, and municipal operations and systems, as well as methods for assessing risk, analyzing trends, and maintaining compliance with state and federal regulations. Our team includes professionals who are CPAs, CGFMs, CFEs, CISSPs, CISAs, CIAs, and government accounting specialists. Members of our team have distinguished backgrounds in IT security, internal controls assessments, elections process and procurement reviews, and project management. Our team members’ combined experience and qualifications means we can provide you with unparalleled expertise and insights. We deliver a high level of principal and manager participation. Our principals and managers will be heavily involved throughout the engagement process. Throughout every phase of our work with you, they will address questions as they arise and review the engagement progress. This approach gives you continuous, hands-on involvement from professionals with expertise in your industry and allows us to execute efficient engagements and serve as valuable advisors. We are responsive. We are committed to performing the work you have requested within the required time frame, and our team approach and staff continuity help ensure there is someone familiar with your organization available to serve you when you need us. Such accessibility enables us to be a full resource and to be personally involved in helping clients make decisions about important issues in an informed way. We are committed to providing you with the highest-quality deliverables. Our team takes the quality of our work seriously and will endeavor to exceed the County’s expectations of the quality and timeliness of our communications, service delivery, and final work products. We strive to help assure quality by understanding your expectations, developing a reasonable and achievable project approach, gaining concurrence on project tasks and timing, and using appropriate staff for each engagement. SERIAL# 250086-RFP Proposal: Statement of Proposed Programs and Services Proposed Approach The County has requested a review of current County election processes with a focus on six functional areas. BerryDunn proposes on all six function areas, including chain of custody, physical security, candidate filing compliance, temporary worker hiring and training, ballot drop boxes, and vote center selection and setup. For each area, we will utilize a three-phase approach outlined below. We recognize that proposing on all six functional areas may provide efficiencies to the County, and our engagement team will coordinate all planning, testing, and reporting activities to combine and reduce the number of meetings, document requests, and interviews with County staff. BerryDunn is prepared to provide a project plan and schedule for each functional area or one combined plan that addresses each area separately. Below, we have provided a work plan with deliverables and timeline of each phase including major activities and tasks we will undertake as part of our reviews, as well as the associated deliverables. We will further customize the work plan as specific project needs arise. Proposed Work Plan and Timeline Phase 1: Planning and Oversight (Weeks 1 – 4) Tasks: Introduce project interested parties Review the scope of services, deliverables, and project timeline Develop Project Plan and Schedule (one for each functional area or one encompassing plan) Schedule biweekly status meetings Discuss approach for managing communication and preferred method of communication Interview County staff regarding operational and control practices Submit Document Request List, which will include the following at a minimum: o Listing of all election policies, procedures, handbooks, and security plans o Listing of locations and facilities o Listing of all applicable state and local statute o Agreements with local law enforcement Outputs: Documentation Request List Deliverables: Project Plan and Schedule Biweekly Status Meetings SERIAL# 250086-RFP Phase 2: Discovery and Fieldwork (Weeks 5 – 18) Election Process 1: Chain of Custody BerryDunn will conduct a review of County Chain of Custody practices, processes, and procedures. The review will focus on the following core areas: • Polling places and voting locations • Mailed (active early voting list, and one-time request) and over-the- counter ballots • Voting systems, tabulation, and post-election verification • Cybersecurity practice Tasks: Review polies, practices, and procedures related to polling places and voting locations. We will assess activities before polls open, after polls close, and returning materials to the election offices with a focus on the following areas: • Paper ballots • Precinct ballot scanners • Ballot marking devices (BMDs) • Direct recoding electronic voting machines • Paper voter rosters and/or electronic poll books (EPBs) • Ballot boxes, voting booths, and signs Review policies, practices, and procedures related to mailed ballots. The review will take into consideration practices and procedures for issuing ballots, processing returned ballots, and storing ballots Review the security practices for securing voting systems, focusing on areas such as: reporting, removable media, backups, access controls, auditing capabilities (logging), equipment disposal, and physical controls Review tabulation and post-election processes and procedures Conduct interviews with County staff who have responsibilities overseeing the above referenced areas Identify potential gaps and opportunities to enhance County Chain of Custody practices Outputs: Documents and Records Request Interview Request Memorandum Deliverable: Chain of Custody Preliminary Conclusions Summary Election Process 2: Physical Security BerryDunn will conduct a review of County physical security practices, processes, and procedures at polling locations and election facilities. Tasks: Review policies, practices, and procedures for polling locations and election facilities Review polling locations and election facilities site security plans and risk assessments Outputs: Documents and Records Request Interview Request Memorandum Deliverable: Physical Security Preliminary SERIAL# 250086-RFP Review security plans and training for workers Review incident response plans Review agreements with local law officials Assess federal, state, and local statutory requirements pertaining to physical security for polling and election facilities Conduct interviews with County staff who have responsibilities over physical security Identify potential gaps and opportunities to enhance County physical security posture Conclusions Summary Election Process 3: Candidate Filing Compliance BerryDunn will conduct a review of the controls over candidate filings with a focus on the Elections Department’s policies, procedures, and practices including: • Arizona Revised Statutes (ARS) compliance • Review of candidate forms • Document control and record retention • Effectives, efficiency, transparency, and service Tasks: Review requirements, guides, FAQs, and other information published by the Elections Department (e.g., candidate handbook) Assess the controls and practices for processing candidate filings based on document and record review (via sampling or other selection methods) Review controls for document security and record retention If included, review campaign finance-related publications, and forms published by the Elections Department Interview Elections Department personnel who are responsible for developing, reviewing, and communicating regarding candidate compliance Assess the critical milestones within candidate processing that are critical to compliant and efficient candidate compliance operations based on inquiry of Elections Department personnel. Conduct interviews of Recorder’s Office personnel regarding their role in candidate compliance Assess compliance with applicable provisions of the ARS Identify potential gaps and opportunities for enhancement to the candidate filings controls Outputs: Documents and Records Request Interview Request Memorandum Deliverable: Candidate Filing Preliminary Candidate Filings Conclusions Summary Election Process 4: Temporary Worker Hiring and Training BerryDunn will review the temporary worker hiring policies, procedures, and practices. Tasks: Outputs: Documents and Records Request SERIAL# 250086-RFP Review temporary hiring procedure documents, including but not limited to worker forms and internal documents from the Elections Department and Maricopa County Tabulation and Election Center (MCTEC) for temporary positions including: • Polling • Tabulation • Warehouse and support Conduct interviews of Elections Department and MCTEC personnel regarding the process to assess compliance, and effectiveness Review procedures that help ensure adequate staffing and training for election operations Review a sample, if permissible, of temporary worker hiring, with focus on assessing the complete process from candidate application through worker offboarding Identify potential gaps and opportunities related to the County’s temporary worker hiring and training Interview Request Memorandum Deliverable: Temporary Worker Hiring and Training Preliminary Conclusions Summary Election Process 5: Ballot Drop Boxes BerryDunn will assess the controls over security and compliance for drop boxes, as defined by ARS and the Elections Procedures Manual. The assessment will consider: • Compliance of drop box locations • Security policies, procedures, and implementation • Drop box security methods and practices Tasks: Review County documentation regarding drop box controls and security, including internal process documents, and guides provided to election staff Review drop box security procedures and practices, including location selection, security methods, and monitoring practices Review controls over ballot pick-up, auditing, tamper prevention, and logging Assess the compliance of the County’s drop box procedures with state statutes, and the state’s Elections Procedures Manual Conduct interviews of staff responsible for the security procedures, and selection of locations Review information provided to Board of Supervisors for drop box approval Procedures will cover pre-election, Election Day, and post-election Identify potential compliance and control gaps to enhance security and compliance of the drop box procedures Outputs: Documents and Records Request Interview Request Memorandum Deliverable: Preliminary Ballot Drop Box Conclusions Summary Election Process 6: Vote Center Selection and Setup BerryDunn will review the controls over the selection of voting facilities, and the setup and configuration of the selected locations. Tasks: Outputs: Documents and Records Request SERIAL# 250086-RFP Review policies, procedures, and practices for the selection of voting locations Review the procedures for the setup and configuration of the selected center for the in-person voting period Request and review support detailing how the locations were selected Assess the controls that help ensure appropriate configuration of voting centers to handle projected number of voters Assess the voting center selection and setup processes for compliance with statutes Assess the selection of location and setup of voting centers, as to whether the policies, procedures and practices meet the needs and expectations of citizens, Board of Supervisors, and the Elections Department Identify potential compliance and operational gaps, and areas for improvement Interview Request Memorandum Deliverable: Preliminary Voting Center Selection and Setup Conclusions Summary Phase 3: Reporting (Weeks 18 – 24) Tasks: Develop draft report outlining work performed, findings, and recommendations Review Draft Report with County leadership Revise and update report based on review with County leadership Deliver Final Report Conduct Closing Meetings Conduct additional presentations upon request Outputs and Deliverables: Draft Report Final Report Closing Meeting Deliverables As noted in our proposed work plan, our team will produce the following deliverables based on a project start date of July 7, 2025. The deliverables can encompass all functional areas or can be structured as separate deliverables for each functional area. During the initial planning meeting, we will discuss the two options with the County and determine an approach that best meets the needs of County leadership. If individual reports are requested, we will provide the deliverables immediately following the completion of functional area testing for each process, rather than following the schedule below. Table 1: Estimated Deliverables Timeline Deliverable Planned Deliverable Due Date Project Plan and Schedule July 25, 2025 Preliminary Conclusions Summaries o For each functional area November 26, 2025 Draft Reports o For each functional area December 12, 2025 SERIAL# 250086-RFP Deliverable Planned Deliverable Due Date Final Reports January 5, 2026 Closing Meeting January 12, 2026 Ongoing: Biweekly Status Meetings Ongoing throughout project Election Audit Experience BerryDunn has previously completed election-related engagements for the following entities in the last five years: Maricopa County, Arizona IAD Procurement Audit of the County’s Voting System and Related Equipment Project Background Evaluation procedures included reviewing supporting documentation and interviewing OPS employees and evaluation committee members to assess whether: • The Request for Proposals (RFP) was developed properly • The RFP was issued properly • The pre-proposal conference was conducted appropriately • Addenda for the RFP were developed properly • The process for the receipt of proposals was conducted appropriately • Due diligence of vendor experience was conducted adequately • The evaluation committee was formed appropriately • The established evaluation criteria and weighting process were developed properly • The selection committee evaluated the proposals based on the factors and criteria set forth in the RFP • The proposal evaluation process was performed in an objective and impartial manner, and in accordance with procurement requirements and procedures BerryDunn’s Solution BerryDunn assessed whether the specifications for services related to the County’s procurement of their voting system and related equipment were prepared, issued, maintained, and monitored in accordance with the Procurement code and County policies. Project Outcomes The Maricopa County (County) Elections Tabulation System contract provides the County with an election management system that utilizes a hybrid approach of early voting and in-person Election Day voting for all County vote centers. The $6 million contract was awarded to Dominion Voting System, Inc. in 2019. The Office of Procurement Services (OPS) facilitated the lease procurement, with coordination from evaluation committee members, subject matter experts, and the Recorder and Elections Department. BerryDunn noted that the Office of Procurement Services generally complied with the Maricopa County Procurement Code and County Procurement Procedures, with the exception of the discrepancies identified in this report, which were all determined to have a low impact on compliance with the evaluation objectives. Key Overlapping Staff Bill Brown, Engagement Principal; Vanessa Cayer (Maybury), Project Manager SERIAL# 250086-RFP Maricopa County, Arizona IAD Procurement Audit of the County’s Voting System and Related Equipment Project Dates 02/2021 to 06/2021 Public Interest and Reporting The election processes audit was deemed a “high-profile” project, due to national media coverage of election controversies in Maricopa County; BerryDunn team members presented their results to county officials. New Hampshire Secretary of State CARES Act Elections Assistance and Grant Management Project Background The New Hampshire Secretary of State (NHSOS) engaged BerryDunn to develop a methodology to claim elections assistance funds under the CARES Act for the 241 municipalities related to expenses incurred due to the processing higher volumes of mail-in ballots during the 2020 election. The main objectives were: • The fair and appropriate allocation of available funds to the cities, towns and unincorporated places in New Hampshire to support additional election related costs due to the pandemic • Overall grants administration in compliance with the requirements under 2 CFR Part 200. BerryDunn’s Solution We successfully completed the work on a short and non-negotiable timeline in order to help the New Hampshire Secretary of State and New Hampshire municipalities. Our team: • Selected a stratified random sample of municipalities to participate in the procedures to develop the standard absentee ballot cost • Conducted a time study, where BerryDunn staff went on-site and observed absentee ballot procedures in the selected municipalities for a sample of ballots through all steps in the absentee ballot processing • Collected and analyzed costs and developed the Statewide standard cost rate • Worked with municipalities to identify the number of absentee ballots processed and obtain the executed agreements • Helped NHSOS document elections costs allowable under the CARES Act • Assisted NHSOS to obtain the Elections Assistance Commission's review of the cost accounting and claims methodology Project Outcomes BerryDunn developed a Statewide standard cost rate that enabled New Hampshire municipalities to claim funds from the Election Assistance Commission to cover costs associated with the increase in absentee ballots during the 2020 primary and general elections. BerryDunn supported the Secretary of State by designing a standard cost to be used by municipalities to claim the funding. BerryDunn also managed the grant administration for both the primary and general elections. This included managing federal grant compliance to help ensure the municipalities were eligible for funds. Further, BerryDunn also performed tracking of the costs expended as part of the grant program. Key Overlapping Staff Bill Brown, Engagement Principal; Elliott Simpson and Colin Buttarazzi, Senior Analysts SERIAL# 250086-RFP New Hampshire Secretary of State CARES Act Elections Assistance and Grant Management Project Dates 06/2020 to 06/2021 Additional Elections-Related Experience In the Fall of 2018, BerryDunn conducted an assessment of the election planning and Election Day activities of the Maricopa County Recorder’s Office. The experience of the County in the Primary Election held on August 28, 2018, led to County Board of Supervisors’ (Board’s) concerns about the successful execution of the General Election to be held on November 6, 2018. Those concerns led the Board to direct the County IAD to conduct an assessment of election planning and Election Day activities, and to engage an external consultant to provide consulting services to follow up on, and supplement, that assessment. The scope of the assessment included the following four focus areas: • Readiness planning/project management • Staffing plans and training • Election day setup • Contingency planning We completed our work in three phases: • During Phase 1 of the project, BerryDunn reviewed existing County documentation, conducted interviews and work sessions with the project manager and IAD stakeholders, and provided weekly status updates to IAD. • Phase 2 included fact-finding activities, which resulted in a discussion with the Office of the Recorder regarding preliminary observations and opportunities for improvement. • In Phase 3, BerryDunn submitted a draft Report of Observations and Recommendations that included the Firm’s assessment, supported by its observations, fact-finding interviews, and document reviews. The recommendation sections included short-term solutions to improve the operation of the General Election on November 6, 2018, and long-term solutions to improve the operation of future elections, when applicable. The communications related to real time progress, as well as the formal deliverables, included weekly briefing of the Board of Supervisors’ Chiefs of Staff, and a presentation to the Board of Supervisors at an Informal Public Hearing, by Bill Brown, the Engagement Principal, who will perform a similar role in the proposed project. Our Commitment to Arizona In addition to our experience working on election audits with the County, we have partnered extensively on previous projects with the County and many Arizona cities and state agencies, as evidenced below. With BerryDunn, you will be served by a firm that has demonstrated its commitment to the State of Arizona by opening a Phoenix- based office in 2014 and growing our local workforce by 40% to 50% each year to better serve our clients in Arizona and the Southwest. We are proud to have earned a solid reputation with the State through our work with the following Arizona governmental clients: • Department of Agriculture • Department of Economic Security • City of Tempe • City of Tucson SERIAL# 250086-RFP • Department of Economic Security, Division of Developmental Disabilities • Department of Health Services • Arizona Health Care Cost Containment System • City of Avondale • City of Glendale • City of Goodyear • City of Mesa • City of Phoenix • City of Scottsdale • City of Surprise • Coconino County • Housing Authority of Maricopa County • Judicial Branch of Arizona in Maricopa County • Maricopa County • Pima County • State Land Department • Town of Gilbert • Town of Prescott Valley • Town of Queen Creek • Town of Sahuarita Of note is how many projects we have partnered on with the County in the past 10 years, including: • Adobe Dam Recreation Center Feasibility Study • Adult Probation Case Management Consultant • Adult Probation Department – Victim Services Review • Cyber Security Risk Assessment, Judicial Branch of Arizona in Maricopa County • Housing Choice Voucher Forensic Audit Services, Housing Authority of Maricopa County • Information Security Program Maturity Assessment • Parks Fee Analysis • Procurement Audit of the County’s Voting System and Related Equipment, IAD • Recorder’s Office Election Process, IAD • Regional County Parks Master Planning Services • Sheriff’s Office Bonds, Fines, and Court Order Processing Audit The County will benefit from our work in Arizona—and with the County in particular—as it means we already have an understanding of your organization, so our team will be full of familiar faces who can “hit the ground running” without your staff having to take time to introduce them to your office, workstyle preferences, or organizational structure. In particular, our experience with the Arizona IT security statutes, combined with our expertise in National Institute of Standards and Technology (NIST) and Center for Internet Security (CIS) standards, will decrease any lead time a firm with less experience in the State would need. Tools for a Successful Engagement A Collaborative Approach BerryDunn takes pride in developing high-quality, collaborative working relationships with our clients—an attribute to which they have attested time and time again. We understand building trust is essential to the success of any relationship, especially the relationship between vendor and client, and particularly when the services provided are of the nature of those being requested by the County. We understand as part of the engagement, we will work in collaboration with Maricopa IAD. Our proposed team has experience working with Maricopa Internal Audit and will utilize this experience to foster a collaborative relationship that will allow for a successful project outcome. We will strive to establish trust with County leadership and staff from day one by listening first, seeking to understand the County's culture, incorporating transparency into all of our work, and SERIAL# 250086-RFP delivering on our promises. We accomplish this in part by establishing open and clear lines of communication at all levels of our work with the County—as appropriate and approved by your leadership. In addition to the planned biweekly status meetings, we will also encourage and engage in regular communications with County leadership to help ensure they are aware of potential project risks and that there are “no surprises” at any point in the project. We also believe in a multi-touch approach to collaboration, and we have built multiple opportunities for in-person, phone, and videoconference interactions into our approach and work plan accordingly. Because this project with the County may result in changes to how work is currently performed, we also believe appropriate interested party involvement is critical in all project phases. By involving key staff and related parties early and often, the County will achieve a greater level of buy-in and support for recommendations, changes, and adoption for the future environment. Efficient and Effective Project Management We use proven, successful project management techniques. Vanessa Maybury, the engagement manager; Matt Bria, the security lead; and Colin Buttarazzi, a senior analyst proposed to work with the County, are all certified PMPs®. Our project management approach derives from established and proven project management methodologies and best practices as defined by the PMI®, which form the foundation for all our project efforts and provide a proven framework for BerryDunn’s project execution. What sets BerryDunn apart is that—rather than applying a “cookie cutter” approach to project management—we tailor our project management approach, services, and tools to the needs of our clients and the projects we are managing. Our approach is successful and provides value because it applies a combination of industry best practices and our internal best practices while considering the unique needs of our clients. As part of every project, we provide our clients with an established project management methodology based on best practices to help ensure our work is completed on time and within scope and budget. As illustrated below, our proposed team applies proven processes, tools, and techniques using principles from the PMI® A Guide to the Project Management Book of Knowledge (PMBOK® Guide), scaling them to fit the specific needs of the client and the project. Our communication plan, project management approach, and intentional planning allow us to adjust project activities and prioritize tasks and deliverables to meet urgent deadlines or support the County with additional services. Our thoughtful upfront planning, combined with close monitoring during the execution phase, strong communication between BerryDunn’s team and the County throughout all project phases, and effective use of project management tools, will help ensure all our services are provided to the County in a quality and timely manner. Our Commitment to Quality BerryDunn Consulting Quality Management (CQM) Program BerryDunn believes that providing high-quality services to clients is necessary for carrying out the firm’s mission, achieving its goals, and striving toward its vision of the future. BerryDunn defines quality by the following criteria: SERIAL# 250086-RFP To help maintain and continuously improve the quality of consulting services BerryDunn provides its clients and to promote consistency of services and deliverables across all engagements, BerryDunn utilizes and follows our CQM Program. The CQM Program is led and managed by a CQM Committee, and all consulting team members apply the CQM Program policies in their daily work. How will the County benefit? The County will benefit from BerryDunn’s CQM Program by: • Gaining confidence that the BerryDunn team members who work with County staff are competent professionals with the qualifications necessary to successfully perform their duties • Receiving high-quality services and deliverables that align with agreed-upon expectations, applicable best practices, and industry standards • Experiencing consistency in services and deliverables across BerryDunn team members and projects • Recognizing efficiencies garnered through reduced time spent reviewing deliverables and managing contractual or other engagement issues The Right Technology We focus on growing and stabilizing our remote engagement capabilities to allow us to effectively implement a fully remote or hybrid approach to our engagements. This focus has helped us adapt well to performing work remotely, saving you both time and travel expense while maintaining access to our team even when we are not on-site. Additionally, the highly automated nature of our engagements allows us to incorporate new technology to increase efficiencies and reduce errors. We will utilize an encrypted client portal called BerryDunn KnowledgeLink that provides an interactive communication tool and serves as a secure mechanism for you to transfer files to the engagement team. Our clients have told us that this tool dramatically reduces email traffic discussing status of outstanding items. We have used BerryDunn KnowledgeLink on several similar-sized engagements to great success. BerryDunn KnowledgeLink features a document repository to store deliverables and maintain live open request items, along with a calendar view to capture on-site visits and engagement milestones. Through KnowledgeLink, BerryDunn will manage all audit deliverables, SERIAL# 250086-RFP documentation, and other related materials. The site incorporates automated workflows so that the status of the deliverables and outstanding items can be tracked in real time. The City’s KnowledgeLink site will be set up to allow for controlled access and will include security and safeguards to help prevent unauthorized access. We utilize Interactive Data Extraction and Analysis (IDEA) software, to extract and analyze information and run data analytics on the financial data we receive. IDEA allows us to apply auditing data analytics to identify trends, inconsistencies, and areas for further review. We have adopted the use of a new software, DataSnipper. DataSnipper is an add-on to Microsoft Excel, and streamlines many audit tasks in an efficient manner, such as snipping certain items within workpapers for summarization, automatic text recognition on scans and other images, and document organization for audit files. DataSnipper is also used to extract information on forms and other paperwork automatically. Videoconferencing allows us to meet with clients more often, keeping a consistently open line of communication. We use both Zoom and Microsoft Teams based on our clients’ preferences. We take IT security seriously and work hard to keep your data safe. For over 10 years, we have conducted security risk assessments for state and local governments and assisted clients with updating their security policies, processes, procedures, and implementing new controls. We follow these same practices internally, including contracting a third-party vendor to provide an independent security assessment on an annual basis. Additionally, our policies and procedures are Health Insurance Portability and Accountability Act (HIPAA) compliant. SERIAL# 250086-RFP EXHIBIT C: OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY 1.0 All contract-related travel plans and arrangements shall be prior-approved by the County contract administrator. 2.0 Lodging, per diem, and incidental expenses incurred in performance of Maricopa County/Special District (County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to determine rates (no exceptions): www.gsa.gov. 2.1 Additional incidental expenses (i.e., telephone, fax, internet, and copying charges) shall not be reimbursed. They should be included in the contractor’s hourly rate as an overhead charge. 2.2 The County will not (under any circumstances) reimburse for contractor guest lodging, per diem, or incidentals. 3.0 Commercial air travel shall be reimbursed as follows: 3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County contract administrator as a result of the business needs of the County when there is no lower fare available. 3.2 The lowest direct flight airfare rate from the contractor’s assigned duty post (pre-defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site. 3.3 The County will not (under any circumstances) reimburse for contractor guest commercial air travel. 4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same travel period will not be permitted without prior written approval by the County contract administrator. 4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse a contractor if the contractor chooses to purchase this coverage. 4.2 Rental vehicles are restricted to sub-compact, compact, or mid-size sedans unless a larger vehicle is necessary for cost efficiency due to the number of travelers. (NOTE: Contractors shall obtain pre-approval in writing from the County contract administrator prior to rental of a larger vehicle.) 4.3 County will reimburse for parking expenses if free, public parking is not available within a reasonable distance of the place of County business. All opportunities must be exhausted prior to securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH, shuttles, etc. that can transport the contractor to and from County buildings with minimal costs. 4.4 County will reimburse for the lowest rate, long-term, uncovered (covered or enclosed parking will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport. 4.5 The County will not (under any circumstances) reimburse the contractor for guest vehicle rental(s) or other any transportation costs. SERIAL# 250086-RFP 5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre-approved by the County contract administrator. These costs include, but are not limited to, the following: in-room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable. 6.0 Travel and per diem expenses shall be capped at 15 percent of project price unless otherwise specified and approved by the County in individual contracts. 7.0 Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per diem expenses, and, if applicable, with a copy of the written consent issued by the County contract administrator. No travel and per diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of all receipts.