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SERIAL 220144-S CONSTRUCTION EQUIPMENT RENTAL WITH OPERATOR DATE OF LAST REVISION: February 23, 2022 CONTRACT END DATE: February 28, 2024 CONTRACT PERIOD THROUGH FEBRUARY 28, 2024 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for CONSTRUCTION EQUIPMENT RENTAL WITH OPERATOR 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 February 23, 2022 (Eff. 03/01/22). 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. LN/mm Attach Copy to: Office of Procurement Services Doreen Toby, MCDOT Tony Delsol, MCDOT Suzi Williams, MCDOT (Please remove Serial 190025-S from your contract notebooks) SERIAL 220144-S CACTUS TRANSPORT INC DBA: CACTUS ASPHALT, 8211 W. SHERMAN ST, TOLLESON AZ 85353 COMPANY NAME: Cactus Transport, Inc DOING BUSINESS AS (dba): Cactus Asphalt, A Division of Cactus Transport, Inc. MAILING ADDRESS: 8211 W. Sherman St, Tolleson AZ 85353 REMIT TO ADDRESS: 8211 W. Sherman Street, Tolleson AZ 85353 TELEPHONE NUMBER: 6239072800 FAX NUMBER: 6239072900 WWW ADDRESS: www.cactusasphalt.com REPRESENTATIVE NAME: Jeff Abram REPRESENTATIVE TELEPHONE NUMBER: 602-377-5651 REPRESENTATIVE EMAIL ADDRESS jabram@cactusasphalt.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: NET 30 DAYS Description Model Per Hour- Includes Operator Per Day- Includes Operator Per Week- Includes Operator Lead Time Compaction Equipment Pneumatic Rubber Tire Roller 10-20 Ton Volvo Rubber Tire Roller PT125C $1,579 $3,021 $9,459 3 Weeks Steel Wheel Vibratory Roller Volvo Steel Wheel Roller DD120C $1,574 $2,970 $9,205 3 Weeks Or Equivalent Crack Sealant Melter/Applicator Bearcat Custom High Production Crack Pot BK400D $1,218 $4,405 $18,636 3 Weeks Or Equivalent (Includes Truck w/ Driver, Wand Man and 2 Squeegie Operators) Earth Moving Equipment Front End Loader 966 3.50 YT3 Bucket Backhoe - John Deere 710J Skid Steer Caterpillar Track Skid Steer 279D3 XPS $1,592 $3,140 $10,052 3 Weeks SERIAL 220144-S CACTUS TRANSPORT INC DBA: CACTUS ASPHALT Gannon Skip Loader John Deere Skip Loader (Gannon) 210LEP $1,592 $3,140 $10,052 3 Weeks Motor Grader 120 or 140 Series Or Equivalent Pavement Equipment Asphalt Paver Lee Boy, Wheel or Truck Leeboy Paver (Includes 1 Operator and 2 Screed Men) 8515E $1,781 $4,953 $19,116 3 Weeks Cold Planer & Milling Machine 26" to 40" Cutting Width Walk Behind Concrete/Asphalt Saw Or Equivalent Caterpillar Paver (Includes 1 Operator and 2 Screed Men) 1055F $1,851 $5,630 $22,504 3 Weeks Or Equivalent Volvo Paver (Includes 1 Operator and 2 Screed Men) P4410B $1,851 $5,630 $22,504 3 Weeks Power Sweeping Equipment Mechanical Sweeper Freightliner Pickup Broom M2 $549 $2,355 $10,419 3 Weeks Sterling Pickup Broom SC8000 $549 $2,355 $10,419 3 Weeks Broce Broom Broce Broom (ALL BROCE BROOMS ARE PRE-2014) RJ350 OR CRT350 $1,609 $3,309 $10,899 3 Weeks Or Equivalent Asphalt Patch Truck Pothole Patch Truck - truck mounted Jackhammer & Compaction Equipment Doosan Compressor w/Jackhammer C185WDO $385 $1,660 $7,353 3 Weeks (Includes Truck w/Driver along with Jackhammer Operator) Or Equivalent SERIAL 220144-S CACTUS TRANSPORT INC DBA: CACTUS ASPHALT Trucks Water Truck 3,000 - 4,000 Gal Dump Truck - End Dump 15 Ton Kenworth Simple 16 Truck T880 $523 $2,253 $9,979 3 Weeks Belly Dump - 20 Ton Roll-off Dump 20-30 ft (includes Delivery) Stone Slinger Conveyor Truck - 10 Ton Min. Or Equivalent Labor, Tools & Other Equipment Per Laborer, Hour, Per Equip Requirements Laboreres (2 Men w/Truck for Transport) n/a $136 $1,305 $6,523 3 Weeks Any Other Specialized Equipment Crack Vaccuum Ditch Witch Crack Vac (PM10 Compliant) FX20 $514 $2,214 $9,804 3 Weeks (Includes Truck w/Driver along with Operator) Spreader Truck Kenworth Rubber or Emulsion Spreader (3800- 4200 Gallon) T880 $993 $3,027 $12,108 3 Weeks Chip Box Bearcat Chip Box 10-20 Tandem $1,742 $4,580 $17,252 3 Weeks 7' Mill Wirtgen Mill 2200 $2,245 $9,408 $41,394 3 Weeks (Includes 1 Operator, 2 Ground Men) PRICING SHEET: NIGP CODE NIGP Code: 97535 Terms: NET 30 Vendor Number: VC0000007271 Certificates of Insurance Required Contract Period: To cover the period ending February 28, 2024. SERIAL 220144-S LINCOLN CONSTRUCTORS INC DBA: LCI AZ, 3028 W. LINCOLN ST., PHOENIX, AZ 85009 COMPANY NAME: Lincoln Constructors Inc. DOING BUSINESS AS (dba): LCI-AZ MAILING ADDRESS: 3028 W. Lincoln St., Phoenix, AZ 85009 REMIT TO ADDRESS: 3028 W. Lincoln St., Phoenix, AZ 85009 TEELPHONE NUMBER: 602-595-4973 FAX NUMBER: 602-595-5089 WWW ADDRESS: REPRESENTATIVE NAME: Bob Sanders REPRESENTATIVE TELEPHONE NUMBER: 602-316-3800 REPRESENTATIVE EMAIL ADDRESS bobs@lci-az.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: 2% 10 DAYS NET 30 DAYS Description Model Per Hour- Includes Operator Per Day- Includes Operator Per Week- Includes Operator Lead Time Compaction Equipment Pneumatic Rubber Tire Roller 10-20 Ton Nine wheel rubber roller HAMM grw15 210 1680 8400 1 week Steel Wheel Vibratory Roller Double wheelt roller Bomag BW161AD 235 1880 9400 1 week Or Equivalent $ $ $ Crack Sealant Melter/Applicator Marathon Kera 250 350 1750 8750 1 week Or Equivalent $ $ $ Earth Moving Equipment Front End Loader 966 3.50 YT3 Bucket Cat 966 275 2200 11000 1 week Backhoe - John Deere 710J 710J 325 2600 13000 1 week Skid Steer Cat 262 200 1600 8000 1 week Gannon Skip Loader John Deer LE210 225 1800 9000 1 week Motor Grader 120 or 140 Series John Deer 772 250 2000 10000 1 week Or Equivalent $ $ $ SERIAL 220144-S LINCOLN CONSTRUCTORS INC DBA: LCI AZ Pavement Equipment Asphalt Paver Lee Boy, Wheel or Truck Bomag 813 1250 10000 50000 1 week Cold Planer & Milling Machine 26" to 40" Cutting Width Cat PM 465 1250 10000 50000 1 week Walk Behind Concrete/Asphalt Saw Husquavarna 175 1400 7000 1 week Or Equivalent $ $ Power Sweeping Equipment Mechanical Sweeper Tymkin 250 2000 10000 1 week Broce Broom Rosco RB 4670 225 1800 9000 1 week Or Equivalent $ $ $ Asphalt Patch Truck Pothole Patch Truck - truck mounted Ryane 225 1800 9000 1 week Jackhammer & Compaction Equipment Copco 250 225 1800 9000 1 week Or Equivalent $ $ $ Trucks Water Truck 3,000 - 4,000 Gal Ford f750 175 1400 7000 1 week Dump Truck - End Dump 15 Ton International 10 Wheel 125 1000 5000 1 week Belly Dump - 20 Ton Tuff-built 125 1000 5000 1 week Roll-off Dump 20-30 ft (includes Delivery) Kenworth 500 4000 20000 1 week Stone Slinger Conveyor Truck - 10 Ton Min. Kenworth 500 4000 20000 1 week Or Equivalent $ $ $ Labor, Tools & Other Equipment Per Laborer, Hour, Per Equip Requirements per person 125 1000 5000 1 week Any Other Specialized Equipment SERIAL 220144-S LINCOLN CONSTRUCTORS INC DBA: LCI AZ PRICING SHEET: NIGP CODE NIGP Code: 97535 Terms: NET 30 Vendor Number: VC0000002489 Certificates of Insurance Required Contract Period: To cover the period ending February 28, 2024. SERIAL 220144-S CONSTRUCTION EQUIPMENT RENTAL WITH OPERATOR 1.0 INTENT The intent of this Invitation for Bids is to award contract(s) to multiple sources so that County departments may rent or lease a variety of construction equipment, which may include delivery, mobilization, and operator services as described herein. Rental services will be requested on an as needed basis and performed in a variety of locations within County boundaries. The Transportation Department will be the primary using agency for this agreement. Other agencies may access this contract as needed. 1.1 Other governmental entities under agreement with the Maricopa County (County) may have access to services provided hereunder (see also Sections 3.12 and 3.13 below). 1.2 The County intends to award this contract to a minimum of two vendors. The County reserves the right to award in whole or in part, by item or by group of items, by section or geographic area or make multiple awards where such action serves the County’s best interest. The County reserves the right to change this award method based on bids received if deemed in the best interest of the County. 1.3 The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill set to satisfy the County’s needs or to ensure adequate competition on any project or task order work. 2.0 SPECIFICATIONS This contract will be used to rent both small and large equipment on an as needed basis. 2.1 Rental term may be as limited as a four hour minimum to a long-term need of multiple weeks. 2.2 Equipment requirement will include an experienced operator for various makes, models and sizes of all equipment that may be used in the maintenance of right of ways and/or related road construction or storm cleanup. 2.3 All equipment shall be model year 2014 or newer. 2.4 OPERATORS/MAINTENANCE The rental rates will include: operator, fuel, maintenance, and the delivery charges, which include one complete cycle of mobilization and demobilization per geographic zone (See Exhibit 4). 2.4.1 The contractor shall be responsible for delivery of all equipment in a complete and ready-for-use condition with all components functioning; cleaned, tested, lubricated and serviced. 2.4.1.1 Delivery shall be accomplished between the hours of 6:00 a.m. and 4:00 p.m. MST, Monday through Friday unless directed otherwise. 2.4.1.2 Delivery shall include all locations within the County. 2.4.1.3 If delivery will be delayed the contractor shall notify the County representative requesting the equipment. 2.4.1.4 The contractor shall specify lead times for each item on the equipment list. SERIAL 220144-S 2.4.1.5 The contractor shall be fully responsible for the transport of the equipment to and from the work location. 2.4.1.6 The contractor shall be responsible for loss of or damage to County property while such property is in the contractor’s possession and/or subject to the contractor’s control. 2.4.1.7 The contractor shall be fully responsible for ensuring that delivery personnel have any required CDL or other licenses and permits and are valid and in good standing. 2.4.2 The County reserves the right to inspect equipment or machinery. At no time shall inferior or substandard equipment or machinery be provided. If equipment is found to be inferior or does not meet County request, contractor must pick-up within 24 hours 2.4.3 The County shall not be responsible for equipment failure caused by normal wear. Downtime of equipment caused by normal operation wear shall be deducted from payment. If rental equipment is broken down it shall be replaced or repaired within 24 hours. 2.4.4 The contractor shall utilize only experienced, responsible, and capable people in the performance of the work. The County may require that the contractor remove from the job covered by this contract, any employee who endangers persons or property or whose continued employment under this contract is inconsistent with the interest of the County. 2.4.5 At all times while working in the Right-of-Way, the contractor shall wear Occupational Safety and Health Administration (OSHA) approved hard hats, high visibility OSHA approved safety vests (Type III), steel toed footwear, and full-length pants. 2.4.6 Employees driving the contractor’s vehicles shall, at all times, possess and carry, a valid driver’s license issued by the state of Arizona. All contractor’s employees shall be in compliance with all OSHA, Federal, state and local regulatory agency requirements. 2.4.7 All items supplied under this contract shall comply with current applicable Occupational Safety and Health Standards of the State of Arizona Industrial Commission, the Federal Motor Vehicle Safety Standard, the National Electric Code and the National Fire Protection Association Standards. 2.4.8 Contractor’s employees and subcontractors shall not identify themselves as being employees of the County. Employees shall conduct themselves in such a manner as to avoid embarrassment to the County and shall be courteous to the public. The County retains the right to require a particular operator be removed from working on this contract. 2.4.9 All fines, penalties and/or repair charges resulting from the contractor’s actions shall be the responsibility of the contractor at no additional cost to the County. 2.5 SECURITY The contractor shall, at all times, be responsible for the security of the equipment provided whether or not it is on County property. SERIAL 220144-S 2.6 MOBILIZATION/DEMOBILIZATION For purposes of bidding the mobilization and demobilization, the County area has been divided into four geographic areas (See Exhibit 4 - Geographic Area Map): 2.6.1 Zone 1 - All areas west of Interstate (I-17) and north of Interstate 10 (I-10). 2.6.2 Zone 2 - All areas west of Interstate (I-17) and south of Interstate 10 (I-10). 2.6.3 Zone 3 - All areas east of Interstate (I-17) and north of Interstate 10 (I-10). 2.6.4 Zone 4 - All areas east of Interstate (I-17) and south of Interstate 10 (I-10). 2.7 HAZARD AND SAFETY REPORTING APPLICABLE TO ANY COUNTY AREA OF SERVICE 2.7.1 The contractor shall inform the County of any accidental injury within 24 hours of incident. For injuries requiring hospitalization, notification must be made within 6 hours. Contractor shall provide complete written details within 24 hours of incident. 2.7.2 Contractor shall cooperate fully with County in the investigation of any accidental injury occurring on site. 2.7.3 The contractor shall report immediately to the contract administrator(s), all hazardous conditions in the County contract areas of service. 2.7.4 The contractor shall report immediately to the contract administrator(s), spills of any chemicals that may enter the street/gutters, storm drain system, sanitary sewer, or that may cause an adverse impact on safety of humans or the environment. 2.8 MARICOPA COUNTY RESPONSIBILITIES 2.8.1 Prior to commencement of work, the County shall schedule a kick-off meeting with contractor (s) and their supervisor to discuss the operational plan for the contracted work. 2.8.2 County representative(s) shall monitor equipment used to perform the scope of work. 2.8.3 County representative(s) shall be available for questions and respond to issues raised by contractors as needed. 2.8.4 County shall inform the contractor(s) verbally and in writing of non-compliance. 2.8.5 County Shall provide and review with the contractor the daily report. 2.9 ORDERING The County representative(s) shall coordinate with contractor to determine type and model of equipment requested, anticipated duration, logistics and location. 2.9.1 The contractor shall provide an alternate contact in the event the contractor’s field supervisor is not available. 2.9.2 The contractor shall provide to the contract administrator(s) an email address and mobile phone number for the contractor’s field supervisor. SERIAL 220144-S 2.9.3 Each of the contractors work crew shall have a minimum of one person who is able to speak fluent English. 3.0 PURCHASING REQUIREMENTS 3.1 DELIVERY 3.1.1 Delivery is desired as soon as possible, and details shall be stipulated on the purchase order. Contractor shall notify the County representative listed on the order if the requested delivery date and/or the anticipated lead time cannot be met. Failure to communicate to County changes in the order status may result in default proceedings. 3.1.2 Supplies or equipment shall be delivered between the hours of time 6:00 a.m. and time 4:00 p.m. MST, Monday through Friday, except on County recognized holidays. 3.2 SHIPPING DOCUMENTS A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 3.2.1 Contract serial number 3.2.2 Contractor’s name and address 3.2.3 Department name and address 3.2.4 Department purchase order number 3.2.5 A description of product(s) shipped, including item number(s), quantity(ies), number of containers and package number(s), as applicable 3.3 ACCEPTANCE Upon completion, services shall be deemed accepted and the warranty period shall begin. Successful service delivery shall be defined as a) material(s)/equipment is installed (as necessary) and fully operational; and b) the department has deemed all service/work completed, including but not limited to any inspection, repair, installation, design, development, deployment, operation, and initial training, (as applicable). Additionally, all documentation shall be completed prior to final acceptance. 3.4 WARRANTY 3.4.1 All services furnished under this contract shall conform to the requirements of this contract. 3.4.2 Service and/or Repair Warranty 3.4.2.1 The warranty shall cover all parts and labor for a period of one year from formal acceptance by the County. Any manufacturer warranty beyond one year shall be passed on to the County. 3.4.2.2 Contractor shall indicate on the price sheet the duration of the warranty and any applicable limitations or conditions which may apply. 3.4.2.3 Contractor agrees that it will, at its own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such SERIAL 220144-S defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. Contractor shall guarantee the services to be supplied comply with all applicable regulations. 3.5 BACKGROUND CHECK Bidders/proposers need to be aware that they may be required to pass multiple background checks (e.g. Sheriff’s Office, County Attorney's Office, Courts, as well as 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. 3.6 INVOICES AND PAYMENTS 3.6.1 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 • Invoice number and date • Payment terms • Date of service or delivery • Quantity (number of hours, days or weeks) • Contract item number(s) • Arrival time and completion time (Mobilization/Demobilization) • Description of Equipment • Pricing per unit of purchase • Extended price (by line item) • Total amount due 3.6.2 Problems regarding billing or invoicing shall be directed to the department as listed on the purchase order. 3.6.3 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 accessible through the County Department of Finance Vendor Registration website at https://www.maricopa.gov/5169/Vendor- Information. 3.6.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.6.5 EFT payments to the routing and account numbers designated by the contractor shall include the details on the specific invoices that the payment covers. Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.7 APPLICABLE TAXES 3.7.1 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. SERIAL 220144-S 3.7.2 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://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 over payment 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. 3.7.3 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 the 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). 3.8 PERFORMANCE It shall be the contractor’s responsibility to meet the proposed performance requirements. The 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. 3.9 POST AWARD MEETING Contractor may be required to attend a post-award meeting with the department to discuss the terms and conditions of this contract. This meeting will be coordinated by the procurement officer of the contract. 3.10 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 the 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. 3.11 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 SERIAL 220144-S 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. 4.0 CONTRACTUAL TERMS & CONDITIONS 4.1 CONTRACT TERM This Invitation for Bids is for awarding a firm, fixed-price purchasing contract to cover a term of two year(s). 4.2 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). 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. 4.3 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. 4.4 PRICE ADJUSTMENTS 4.4.1 Any requests for reasonable price adjustments must be submitted 60 calendar days prior to the 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 will 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. 4.5 INDEMNIFICATION 4.5.1 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. 4.5.2 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 SERIAL 220144-S 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. 4.5.3 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. 4.5.4 The scope of this indemnification does not extend to the sole negligence of County. 4.6 INSURANCE 4.6.1 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. 4.6.2 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. 4.6.3 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. 4.6.4 Contractor’s insurance will be primary insurance as respects County, and any insurance or self-insurance maintained by County will not contribute to it. 4.6.5 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. 4.6.6 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. 4.6.7 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. 4.6.8 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. SERIAL 220144-S 4.6.9 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. 4.6.9.1 Commercial General Liability Commercial General Liability (CGL) 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. 4.6.9.2 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. 4.6.9.3 Workers’ Compensation 4.6.9.3.1 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. 4.6.9.3.2 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. 4.6.9.4 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. SERIAL 220144-S 4.6.9.5 Certificates of Insurance 4.6.9.5.1 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. 4.6.9.5.2 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. 4.6.9.5.3 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. 4.6.9.6 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 calendar days prior written notice to Maricopa County. Contractor must provide notice 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 160 South 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation. 4.7 FORCE MAJEURE 4.7.1 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. 4.7.2 Each 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. SERIAL 220144-S 4.7.3 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. 4.8 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. 4.9 AVAILABILITY OF FUNDS 4.9.1 The provisions of this contract relating to payment 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 will be the sole judge and authority in determining the availability of funds under this contract. County will keep the contractor fully informed as to the availability of funds. 4.9.2 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 will 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 will give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance. 4.10 PROCUREMENT CARD ORDERING CAPABILITY County may opt to use a procurement card ( VISA or Mastercard) to make payment for orders under this contract. 4.11 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. 4.12 PURCHASE ORDERS 4.12.1 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. 4.12.2 Contractor agrees to accept verbal notification of cancellation of purchase orders from the County with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. SERIAL 220144-S 4.13 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. 4.14 STOP WORK ORDER 4.14.1 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: 4.14.2 cancel the stop work order; or 4.14.3 terminate the work covered by the order as provided in the Termination for Default or the Termination for Convenience clause of this contract. 4.14.4 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. 4.15 TERMINATION FOR CONVENIENCE Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the contractor. 4.16 TERMINATION FOR DEFAULT 4.16.1 The County may, by written Notice of Default to the contractor, terminate this contract in whole or in part if the contractor fails to: 4.16.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension; 4.16.1.2 make progress, so as to endanger performance of this contract; or 4.16.1.3 perform any of the other provisions of this contract. 4.16.2 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. SERIAL 220144-S 4.17 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that, pursuant to Arizona Revised Statute (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. 4.18 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. 4.19 SUBCONTRACTING 4.19.1 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. 4.19.2 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. 4.20 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. 4.21 ADDITIONS/DELETIONS OF SERVICES The County reserves the right to add and/or delete services to a contract. If additional services are required from a contract, prices for such additions will be negotiated between the contractor and the County. 4.22 RIGHTS IN DATA 4.22.1 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. 4.22.2 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. SERIAL 220144-S 4.23 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 4.23.1 In accordance with section MC1-373 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 latest. The County, Federal or state auditors and any other persons duly authorized by the department shall have full access to and the right to examine, copy, and make use of, any and all said materials. 4.23.2 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. 4.24 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 amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the contractor by issuing a check payable to Maricopa County. 4.25 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. 4.26 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. 4.27 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. 4.28 RELATIONSHIPS 4.28.1 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. 4.28.2 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. SERIAL 220144-S 4.29 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.gov/cdm/singleitem/collection/execorders/id/680/rec/1.) 4.30 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. 4.31 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 4.31.1 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: 4.31.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States department or agency or any state, or local jurisdiction; 4.31.1.2 have not within a three-year period preceding this contract: 4.31.1.2.1 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; 4.31.1.2.2 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; 4.31.1.3 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; 4.31.1.4 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 4.31.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, state or local) terminated for cause or default. SERIAL 220144-S 4.31.2 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. 4.31.3 Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this contract. If this clause is applicable to a subcontractor, the contractor shall include the information required by this clause with their bid. 4.32 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 4.32.1 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). 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. 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. 4.32.2 The County retains the legal right to inspect documents of contractor and subcontractor employees performing work under this contract to verify compliance with paragraph 4.32.1 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 4.33 CONTRACTOR LICENSE REQUIREMENT 4.33.1 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. 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 Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses. 4.33.2 Contractor furnishing finished products, materials, or articles of merchandise that will require installation or attachment as part of the contract shall possess any licenses required. Contractor is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the contract. Contractors are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing requirements for a particular contract. Contractor SERIAL 220144-S shall identify which license(s), if any, the Registrar of Contractors requires for performance of the contract. 4.34 INFLUENCE 4.34.1 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. 4.34.2 An attempt to influence includes, but is not limited to: 4.34.2.1 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. 4.34.3 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. 4.34.4 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. 4.35 CONFIDENTIALITY In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a bid to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge, or disseminate to any third-party persons or entities, any information that is disclosed to it by the County during the course of these discussions without the express written authorization of the County. If the offeror does disclose County proprietary or confidential information to a third-party in preparing a response to this solicitation, it shall require the third-party to acknowledge and comply with this provision. 4.36 CONFIDENTIAL INFORMATION 4.36.1 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. 4.36.2 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. 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 SERIAL 220144-S measures requested by the County within 15 business days of the written request to do so. 4.36.3 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. 4.37 PUBLIC RECORDS Under Arizona law, all offers submitted and opened are public records and must be retained by the records manager 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. 4.38 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. 4.39 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. 4.40 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.