ESS Agreement

LINKING AGREEMENT
BETWEEN
THE CITY OF GLENDALE, ARIZONA
AND
EMERGENCY ENVIRONMENTAL SERVICES, LLC
FOR 62/MYRTLE POST-FIRE CLEANUP SERVICES

This Linking Agreement (“Agreement”) is cnrered into as of this day of , 2023, between the
City of Glendale, an Atizona municipal corporation (*Ciey}, and Emergency Environmental Services,
LLC, an Arizona limited liability company, authorized to do business in Anzona (‘Contractor’),
collectively, the “Parties.”

RECITALS

A. On October 21, 2020 under (S.A.¥.E Cooperative Purchasing Agreement, Mohave, ete), the
Maricopa County entered into a conteact with Contractor to purchase the goods and services
described in the Environmental Services, Contract No. 200217-ITN (“Cooperative Purchasing
Agreement”}, which is’ attached hereto as Exhibit A. The Cooperative Purchasing Agreement
permits its cooperative use by other goveramental agencies including the City.

B. Section 2-149 of the City’s Procurement Code permits the Materiala Manager to procure goods and
services by participating with other governmental units in cooperative purchasing agreements when,
the best interests of the City would be served.

c, Section 2-149 also provides that the Materials Manager may enter invo such cooperative agreements
without meeting the formal or informal solicitation and bid requirements of Glendale City Code
Sections 2-145 and 2-146.

D. ‘The City desires to contract with Contractor for supplies or services identical, or nearly identical, to
the supplies or services Contractor is providing other units of government undet the Cooperative
Purchasing Agreement. Contractor consents to the City’s utilization of the Cooperative Purchasing
Agreement as the basis of this Agreement, and Contractor desires ro enter into this Agreement to
provide the supplies and services set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated by reference, and
the corenants and promises contained in chis Linking Agreement, the parties agree as follows:

1. Term of Agreement. The City is purchasing supplies and/or services from Contractor pursuant to
the Cooperative Purchasing Agecement. According to the Cooperative Purchasing Agreement,
purchases can be tnade by governmental entides from the date of award, which was October 21,2020,
until the date the contract expires on October 31, 2022, which has been renewed though October
31, 2024, untcss the term of the Cooperauve Purchasing Agreement is extended by the mutual
agreement of the original contracting parties. ‘Ihe Cooperative Purchasing Agecement, however,
may not be extended beyond October 31, 2026. The initial period of this Agreement, therefore, is
the petiod from the Effective Date of this Agreement until October 31, 2024. The City may renew
the term of this Apreement for one(1) additional year until the © ooperative Purchasing Agreement
expires on Oetober 31, 2024. Glendale renewals are nor automatic and ehall only occur if che City
gives the Comtracter notice of its intent to renew. The City may give the Conteactor notice of its

1
110/137

3.

inrent to renew this Agrcement 30 days prior ta the anniversary of the Hffecrive Date co effecouare
such renewal.

A. Contractor shall provide City the supplies and/or services identified in the Scope of Work
attached as Exhibit B.

B, Contractor agrees to comply with all the terms, conditions and specifications of the
Cooperative Purchasing Agreement Such retms, condinens and specifieations are
specifically incorporated into and are an enforceable part of this Agreement.

Compensation.

A. City shall pay Contractor compensation at the same tate and on the same schedule as
provided in the Cooperative Purchasing Agreement, which is attached hereto as Exhibit C.

B. The total purchase price for the supplies and/or services purchased under this Agreement
shall not exceed four hundred thousand dollars ($400,000) annually or four hundred
thousand doliars ($400,000) for the entice term of the Agreement (initial term plus any

renesvals).
Cancellation, This Agreement may be cancelled pursuant to AUR.3, § 38-511.

ondiserimination. Contractor must not discriminate against any employee or applicant for
employment on the basis of race, color, religion, sex, national origin, age, marital status, sexual
orientation, gender identity or expression, penetic characteristics, farnilial status, U.S. military veteran
status or any disability, Contractor will require any Sub-contactor co be bound to the same
requirernents as stated within this section, Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

Insurance Certificate. A certificate of insurance applying to this Agreement must be provided to the
City prior to the Effective Date.

E-yedf. Conteacter complies with A.RS. § 23-214 and agrees to comply with the requirements of
ARS. § 41-4401.

No Boycott of Isracl. To the extent A.RS § 35-393 through § 35-393.03 are applicable, the parties
hereby certify that they are not currently engaged in, and agree for the duration of the Agreement to
not engage in, a boycott of goods or services from Isracl, as that term is defined in A-R.S § 35-393.

Uyghur Forced Labor Prevention Act (UFLP.A). Contractor certifies that it does not currency, and

during the teem of this Agreement, will not use:
a the forced Jabor of ethnic Uyghurs in the People's Republic of China;

b. any goods or services produced by the foreed labor of edinic Uyghurs in the People’s
Republic of China: and

a5 LYS

ce any Conttactors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced Iahor of ethoic Uyghurs in the People’s Republic
of China.

10, Attestation nf PC] Compliance. ‘N‘hen applicable, the Contractor will provide the City annually with
a Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate
signed by an officer of Contactor with oversight responsibility.

11. Notices. Any notices that must be provided under this Agreement shall be sent to the Parties’
tespective authorized representatives at the address listed below:

City of Glendale

¢/o Megan Sheldon
5850 W Glendale Ave,
Glendale, AZ 85301

And

Emergency Environmental Services, LLG
¢/'o Nick Christofferson

3064 N. Norfolk

Mesa, AY 85215

IN WTINESS WHEREOF, the parties hereto have executed this Apreement as of the date and year set
forth above.

"City? “Contractor”

City of Glendale, an Adizona Emergency Environmental Services, L.L.C.,

municipal corporation an Arizona Limited Liability Company

By: . _
Kevin R. Phelps
City Manager

ATTESI:

Julie K. Bower (SEAL}

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

Gs BRS

LINKING AGREEMENT
BETWEEN
‘THE CITY OF GLENDALE, ARIZONA
AND
EMERGENCY ENVIRONMENTAL SERVICES, LLC
FOR 62/MYRTLE POST-FIRE CLEANUP SERVICES

EXHIBIT A
MARICOPA COUNTY ENVIRONMENTAL SERVICES - SERIAL 200217-ITN
(64 pages)

Exhibit A

SERIAL 200217-ITN ENVIRONMENTAL SERVICES
Contract - Emergency Environmental Services

DATE OF LAST REVISION: October 27, 2022 CONTRACT END DATE: October 31, 2024

CONTRACT PERIOD THROUGH OCTOBER 31, 2022 2024

TO: All Departments

FROM: Office of Procurement Services

SUBJECT: Contract for ENVIRONMENTAL SERVICES

Attached to this letter is published an effective purchasing contract for products and/or services to be
supplied to Maricopa County activities as awarded by Maricopa County on October 21, 2020.

All purchases of products and/or services listed on the attached pages of this letter are to be obtained

from the vendor holding the contract. Individuals are responsible to the vendor for purchases made
outside of contracts. The contract period is indicated above.

Roma “Type

Kevin Tyne, Chief Procurement Officer _
Office of Procurement Services

AStia
Attach

Copy to: Office of Procurement Services
Tim Little, Risk Management
Chris McAbee, Facilities Management
Sammi Birchard, Facilities Management
Mike Molzhon, Environmental Services
Jacqueline Edwards, Human Services
Crystal Wester, Office of the Medical Examiners
Chuck Mayper, Sheriff's Office

(Please remove Serial 13134-ITN from your contract notebooks)

Exhibit A

CONTRACT ENVIRONMENTAL SERVICES 200217-ITN

This contract is entered into this 21st day of October 2020 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and Emergency Environmental Services, an Arizona corporation
(‘Contractor’) for environmental services on demand.

1.0

2.0

3.0

4.0

5.0

CONTRACT TERM

1.1 This contract is for a term of two years, beginning on the 21% day of October 2020 and
ending the 31* day of October 2022 2024.

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.

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.

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.

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.

§.2 Payment shall be made upon the County’s receipt of a properly completed invoice.

5.3

Exhibit A
SERIAL 200217-ITN

INVOICES

5.3.1

5.3.2

5.3.3

5.3.4

§.3.5

5.3.6

5.3.7

5.3.8

5.3.9

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

eo ee © © eo we ew ew ew ee eee

Labor, services, and maintenance must be billed as a separate line item.

Problems regarding billing or invoicing shall be directed to the County department
as listed on the purchase order.

Contractors may submit monthly invoices, or for an alternative billing cycle, during
the performance of a project to the County department for payment. However,
payment shall only be for the amount of work completed and accepted by the
County department project manager or project coordinator for that applicable
billing cycle.

In no instance will the amount(s) being invoiced differ from the firm-fixed prices
established in the final project contract and any subsequent approved written PA’s.

The County department shall not be charged for contractor time needed to bring
new key personnel to the level of site knowledge of previous key personnel. This
shall include becoming familiar with the specific characteristics and special
requirements of the project area. If the contractor replaces key personnel, it shall
not affect their commitment to meet all schedules and deliverables.

Any overtime and/or double-time must be pre-approved, in writing, by the County
department, if the contractor anticipates billing the County department for such
overtime and/or double-time.

All work associated and approved through a PA must be so identified on all
invoices.

If required by the County department, the contractor shall:

5.3.9.1. Provide invoices, which itemize individual personnel on the invoice
indicating the actual hours worked, the hourly rate, personnel
classification, level, and the extended amount of fees being billed.

5.3.9.2 Support all use of capitalized equipment; include actual time for
mobilization, set-up (if required), and demobilization.

5.3.10

5.3.11

§.3.12

5.3.13

5.3.14

Exhibit A
SERIAL 200217-ITN

5.3.9.3 Support all hours worked with a detailed time sheet, which outlines the
hours worked each day; all charges billed must be relative to the
technical task. If the project entails work by the contractor at more than
one area, the County department may additionally direct the contractor
to report the number of hours worked by area.

5.3.9.4 Provide separate invoices from all subcontractors, rentals, materials,
and for all equipment used. Such invoices shall outline the use and/or
services worked. Charges billed must be relative to the project. If the
project entails work by a subcontractor at more than one area, the
County department may additionally direct the contractor to report the
additional services worked by area.

5.3.9.5 Provide receipts for all lodging and subsistence with services provided
where the project area is 36 or more miles from the intersection of 3"
Avenue and Jefferson Street, Phoenix. The contractor must provide
motel and meal receipts with the invoice. Mileage will only be allowed
for the 36 miles or more identified above, and then only for the overage
in both directions.

Stand-By Time

5.3.10.1 The contractor shall not receive any payment whatsoever for standby
time (i.e., labor and equipment either on site or held elsewhere and not
used in conjunction with the project) for labor, equipment, or materials if
such stand-by time is the fault of the contractor or any subcontractor.
Payment shall be made only for equipment, labor, and material actually
used, with provisions for payment for equipment in transit, portal to
portal.

5.3.10.2 However, stand-by time, if 30 minutes or more, will be an authorized
charge if such delays are due to the fault of the County department or
any of its agents. Costs for stand-by time may be negotiated between
the contractor and the County department at the time of the PA.

Final Payment

Final payment will be made no later than 60 calendar-days after completion of a
project and acceptance by the County department. The contractor shall submit
invoices marked “FINAL” to the County department project manager or
coordinator. Failure to submit final invoices within this time frame may result in
payments being delayed. The 60 calendar-days requirement may be extended
with the written approval of the County department.

Payment will 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 accessible from the County Department of Finance

Vendor Registration Web Site — https:/Awww.maricopa.gov/5169/Vendor-

Information.

Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.

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.

6.0

7.0

5.4

Exhibit A
SERIAL 200217-ITN

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
your bid. You may also find information at https:/Avww.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 the City 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).

AVAILABILITY OF FUNDS

6.1

6.2

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.

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.

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 you do not want to grant such access to a member of SAVE,
state so in your bid. In the absence of a statement to the contrary, the County will assume that you
do wish to grant access to any contract that may result from this bid. The County assumes no
responsibility for any purchases by using entities.

8.0

9.0

10.0

Exhibit A
SERIAL 200217-ITN

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.

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.

TERMS AND CONDITIONS

10.1. INDEMNIFICATION

10.1.1 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 relating
to the performance of this contract.

10.1.2 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.

10.1.3. 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.

10.1.4. 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

10.2.2

10.2.3

10.2.4

10.2.5

10.2.6

10.2.7

10.2.8

10.2.9

Exhibit A
SERIAL 200217-ITN

approval of County. The form of any insurance policies and forms must be
acceptable to County.

All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this contract.

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.

Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.

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.

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.

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.

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.

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

10.2.9.3

10.2.9.4

Exhibit A
SERIAL 200217-ITN

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.

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.

Professional Liability

Contractor shall maintain Professional Liability insurance which
will provide coverage for any and all acts arising out of the work
or services performed by the contractor under the terms of this
contract, with a limit of not less than $2,000,000 for each claim,
and $4,000,000 aggregate claims.

10.2.10 Certificates of Insurance:

10.2.10.1

10.2.10.2

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.

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.

10.2.11

Exhibit A
SERIAL 200217-ITN

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
additional insured/certificate holder as follows:

Maricopa County

c/o Risk Management

301 W Jefferson St, Suite 910
Phoenix, AZ 85003

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 Office of Procurement Services and shall be mailed, or hand
delivered to 460-S-4*-Avenue 301 W. Jefferson, Suite 700, Phoenix, AZ
85003, or emailed to the procurement officer noted in the solicitation.

10.3 BOND REQUIREMENT

10.3.1

10.3.2

10.3.3

Depending on the individual project, the Contractor may be required to furnish
the contracting County department the following bonds, which shall become
binding upon the award of the project to the contractor.

10.3.1.1 A performance bond equal to the full project amount (or as specified)
conditioned upon the faithful performance of the contract in
accordance with plans, specifications, and conditions thereof. Such
bond shall be solely for the protection of the contracting County
department awarding the contract.

10.3.1.2 A payment bond equal to the full project amount solely for the
protection of claimants supplying labor and materials to the
contractor or his subcontractors in the execution of the work
provided for in such contract.

Each such bond shall include a provision allowing the prevailing party in a suit
on such bond to recover, as a part of his judgment, such reasonable attorney's
fees as may be fixed by a judge of the court.

Each bond shall be executed by a surety company or companies holding a
certificate of authority to transact surety business in the State of Arizona and
issued by the director of the Department of Insurance. The bonds shall not be
executed by an individual surety or sureties. The bonds shall be made payable
and acceptable to the contracting department. The bonds shall be written or
countersigned by an authorized representative of the surety who is either a
resident of the State of Arizona or whose principal office is maintained in this
state, as by law required, and the bonds shall have attached thereto a certified
copy of the Power of Attorney of the signing official. In addition, said company
or companies shall be rated “Best-A” or better as required by the contracting
department, as currently listed in the most recent Best Key Rating Guide,
published by the AM Best Company

10.4

10.5

10.6

10.7

10.8

10.9

Exhibit A
SERIAL 200217-ITN

FORCE MAJEURE

10.4.1 Neither party shall be liable for failure of performance, nor incur any liability to
the other party on account of any loss or damage resulting from any delay or
failure to perform all or any part of this contract, if such delay or failure is caused
by events, occurrences, or causes beyond the reasonable control and without
negligence of the parties. Such events, occurrences, or causes will include acts
of God/nature (including fire, flood, earthquake, storm, hurricane, or other natural
disaster), war, invasion, act of foreign enemies, hostilities (whether war is
declared or not), civil war, riots, rebellion, revolution, insurrection, military or
usurped power or confiscation, terrorist activities, nationalization, government
sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or
failure of electricity or telecommunication service, and pandemic.

104.2 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.

10.4.3 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.

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.

PROCUREMENT CARD ORDERING CAPABILITY

County may opt to use a procurement card (Visa or Master Card) to make payment for
orders under this contract.

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.

PURCHASE ORDERS

10.8.1 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.

10.8.2 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.

BACKGROUND CHECK

10.10

10.11

10.12

10.13

Exhibit A
SERIAL 200217-ITN

Respondents may be required to pass multiple background checks (e.g. Sheriffs 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.

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.

STOP WORK ORDER

10.11.1 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:

10.11.1.1 cancel the stop work order; or
10.11.1.2 terminate the work covered by the order as provided in the
Termination for Default or the Termination for Convenience clause
of this contract.
10.11.1.3 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
TERMINATION FOR CONVENIENCE

Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the Contractor.

TERMINATION FOR DEFAULT

10.13.1. The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:

10.13.1.1. deliver the supplies or to perform the services within the time
specified in this contract or any extension;

10.13.1.2 make progress, so as to endanger performance of this contract; or

10.13.1.3. perform any of the other provisions of this contract.

10.14

10.15

10.16

10.17

10.18

Exhibit A
SERIAL 200217-ITN

10.13.2 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.

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.

CONTRACTOR EMPLOYEE MANAGEMENT

10.15.1 Contractor shall endeavor to maintain the personnel proposed in their proposal
throughout the performance of this contract.

10.15.2 If Contractor personnel’s employment status changes, Contractor shall provide
County a list of proposed replacements with equivalent or greater experience.

10.15.3 Under no circumstances shall the implementation schedule to be impacted by a
personnel change on the part of the Contractor.

40.15.4 Contractor shall not reassign any key personnel identified in their proposal
without the express consent of the County.

10.15.5 County reserves the right to immediately remove from its premises any
Contractor personnel it determines to be a risk to County operations.

10.15.6 County reserves the right to request the replacement of any Contractor
personnel at any time, for any reason.

TRAINING

Contractor shall provide training services as needed to completely train requested County
personnel in the use and care of the equipment. All training shall take place on-site in
Maricopa County, unless otherwise negotiated with County.

WARRANTY OF SERVICES

10.17.1. 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.

10.17.2 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.

INSPECTION OF SERVICES

10.18.1 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.

10.19

10.20

10.21

10.22

Exhibit A
SERIAL 200217-ITN

10.18.2 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.

10.18.3 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:

10.18.3.1 require the Contractor to take necessary action to ensure that future
performance conforms to contract requirements; and

10.18.3.2 reduce the contract price to reflect the reduced value of the services
performed.

10.18.4 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:

10.18.4.1_ 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

10.18.4.2 terminate the contract for default.
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.

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.

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.

SUBCONTRACTING

10.22.1. 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.

10.23

10.24

10.25

10.26

10.27

Exhibit A
SERIAL 200217-ITN

10.22.2 The subcontractors 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.

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.

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.

RIGHTS IN DATA

10.25.1 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.

10.25.2 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.

ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW

10.26.1. In accordance with Section MC1-3#4 372 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.

10.26.2 Ifthe 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
shail reimburse Maricopa County for the services not so adequately supported
and documented.

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

10.28

10.29

10.30

10.31

10.32

10.33

10.34

Exhibit A
SERIAL 200217-ITN

amount of the disallowance, or to require reimbursement forthwith of the disallowed amount
by the Contractor by issuing a check payable to Maricopa County.

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.

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.

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.

RELATIONSHIPS

10.31.1 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.

10.31.2 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 previously approved by the County.

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 downloaded from the Arizona Memory Project at
http://azmemory.azlibrary.aov/cdm/singleitem/collection/execorders/id/680/rec/1.)

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.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

10.34.1 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:

10.34.1.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded any

10.35

10.34.2

10.34.3

Exhibit A
SERIAL 200217-ITN

contract or grant by any United States department or agency or any
state, or local jurisdiction;

10.34.1.2 have not within a three-year period preceding this contract:

10.34.1.2.1 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

10.34.1.2.2 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;

10.34.1.3 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;

10.34.1.4 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

10.34.1.5 have not within a three-year period preceding this contract had any
public transaction (Federal, State or local) terminated for cause or
default.

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.

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.

VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS

10.35.1

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