MCDOT AND ROI LISTINGAGREEMENT 1-31-2022.PDF

LISTING AGREEMENT 
 
The undersigned, Maricopa County, a political subdivision of the State of Arizona, (hereinafter 
referred to as “Seller”) hereby employs and grants R.O.I. Properties, LLC, an Arizona limited 
liability company and/or its affiliated entities (hereinafter referred to as "R.O.I." and sometimes 
as “Broker”), the  right and authority to market the real property as excess Seller property as set 
forth in Addenda issued upon the listing/broker engagement of each property (the "Property" or 
the “Properties”). 
 
1) 
TERM OF AGREEMENT AND CONDITIONS OF SALE: The term of this Listing 
Agreement (the “Agreement”) shall be from March 1, 2022- February 28, 2023 (the 
“Term”) (I). The prices for which the Properties are offered shall be in accordance with 
A.R.S.§ 11-251 and as set forth in Addenda issued upon the listing/broker engagement 
of each Property.  This Agreement is subject to the provisions of A.R.S. § 38-511. 
 
2) 
SELLERS REPRESENTATION, WARRANTIES AND INDEMNIFICATION: Seller 
hereby represents and warrants that: 
 
a. fee title to the Property is now vested, or as of the date that the Property is marketed 
to third parties, shall be vested, in the Seller’s name set forth below. Additionally, 
Seller represents and warrants that the individuals executing this Listing Agreement 
on behalf of Sellers have been duly authorized and empowered to execute this 
Listing Agreement. 
 
b. to the best of Seller’s knowledge, no person or entity, other than the Seller, has any 
right to purchase the Property, acquire or dispose any interest therein, by virtue of 
any agreement. 
 
c. to the best of Seller’s knowledge, all information directly supplied, or to be directly 
supplied, by Seller to R.O.I., is true and accurate; 
 
d. Seller agrees to defend, indemnify and hold R.O.I. harmless from any and all claims, 
demands, liabilities and damages arising from any incorrect information directly 
supplied by Seller or any information which Seller fails to supply to the extent Seller 
was grossly negligent in supplying or failing to supply such information excluding 
information available to the public or via public records request. 
 
3) 
COMMISSION(S):  In consideration of the services to be rendered by R.O.I., Seller 
agrees to pay to R.O.I. a commission (“Commission”) of three percent (3%) of the 
purchase price of the Property, unless a third-party agent is representing the successful 
auction bidder that closes escrow (herein “Successful Bidder”).  The Seller will pay fifty 
percent (50%) of the “co-broker” or Commission directly to the third-party agent 
representing the Successful Bidder (“Cooperating Broker”) as part of the close of 
escrow. The Commissions shall be deemed earned upon the occurrence of all of the 
following events: 
 
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a. R.O.I. procures a Successful Bidder that closes escrow during the Term, or any 
extension of the Term thereof. 
 
b. A close of escrow of the Property is made within twelve (12) months after the 
termination of the Term to a Successful Bidder to whose attention R.O.I. has brought 
the Property, or who was introduced to Seller by R.O.I. as the Successful Bidder, 
provided that the name of any such person or entity has been submitted to Seller by 
delivery of a written offer to purchase the Property prior to termination of the Term or 
by written notice within fifteen (15) calendar days after such termination. The term 
"Successful Bidder" shall include that person or entity to whose attention R.O.I. has 
brought the Property, as well as any partnership, joint venture, corporation, trust or 
other similar entity which that person or entity represents or in which it holds an 
ownership or beneficial interest who has successfully entered the highest bid at the 
close of Seller’s public auction.  R.O.I. will be required to register for each auction 
using the Request for Auction and Broker Registration Form per attached Exhibit B. 
 
c. In the case of any sale accomplished through the close of escrow, the 
Commission(s) shall be paid within thirty (30) days of close of escrow, and R.O.I. 
shall be entitled to make demand of any escrow holder for payment from the 
proceeds of sale. 
 
Notwithstanding the foregoing, a Commission will not be paid to ROI by the Seller if the Property 
is sold or conveyed to a local, state or federal government entity or to any solely charitable, 
social or benevolent nonprofit organization incorporated or operating in this state, whether or not 
there is a close of escrow. 
 
4) 
SUBSEQUENT LISTING.  In the event that Seller(s) list the Property with another broker 
after the termination of this Agreement, Seller(s) agree to provide in the subsequent 
listing agreement that a commission will not be payable to the new broker on 
transactions for which Seller(s) remains obligated to pay a commission to Broker under 
Section 3 hereof.  Seller(s) failure to do so, however, shall not affect Seller(s) obligation 
to Broker. 
 
5) 
INSPECTION OF PROPERTY.  Seller(s) agree(s) that R.O.I. and its representatives 
shall have the right to enter upon and inspect the interior and exterior of the Property 
with potential bidders, subject to Seller’s availability to tour the property and Seller’s prior 
written approval. 
 
6) 
SCOPE OF R.O.I.’S AUTHORITY AND RESPONSIBILITY.  R.O.I. shall assist Seller(s) 
in analyzing the property interests and developing strategies for marketing the Property. 
R.O.I. shall not, however, have authority to bind Seller(s) to any contract or purchase 
agreement.  R.O.I. shall not be responsible for performing any due diligence or other 
investigation of the Property, or for providing professional advice with respect to any 
legal, tax, engineering, construction or hazardous materials issues.  Seller(s) and R.O.I. 
agree that their relationship is at arm's length and is neither confidential nor fiduciary in 
nature. 
 
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7)
OTHER BROKERS/DUAL AGENCY.  R.O.I. shall disseminate information about the
Property to brokers and share the Property information including but not limited to
Property declared excess or Property auction information and details. Seller(s)
understands that this authorization may result in R.O.I. representing both Sellers and
Successful Bidder, and Seller(s) hereby authorizes and consents to such dual
representation.  R.O.I. must disclose dual representation to Seller.
8)
TAX WITHHOLDING.  Seller agrees to execute and deliver any instrument, affidavit or
statement, or to perform any act reasonably necessary to carry out the provisions of the
Foreign Investment in Real Property Tax Act and regulations promulgated thereunder.
9)
ENTIRE AGREEMENT.  This Agreement is subject to A.R.S. § 11-251.  This Listing
Agreement is entered into under the CONTRACT REAL ESTATE BROKERAGE
SERVICE AND OTHER RELATED SERVICES 210254-RFP dated August 30, 2021 (the
“Contract”) per attached Exhibit A.  The provisions of the Contract supersede any
provision in this Listing Agreement with the exception of the Term, Commission and
Scope of R.O. I’s Authority and Responsibility as described in this Agreement. These
two agreements express the entire agreement of the parties and supersede any and all
previous agreements between the parties with regard to the Properties.  There are no
other understandings, oral or written, which in any way alter or enlarge its terms, and
there are no warranties or representations of any nature whatsoever, either express or
implied, except as set forth herein.  Any future modification of this Listing Agreement will
be effective only if it is in writing and signed by the party to be charged.
10)
GOVERNING LAW.  This Listing Agreement shall be governed by and construed in
accordance with the laws of the state of Arizona.
11)
TERMINATION.  Seller may terminate this Agreement any time after the first day of
the sixth (6th) month by providing R.O.I. with at least thirty (30) days’ written
notice.
12)
SEVERABILITY.  If a court of competent jurisdiction declares any provision of this
Agreement
void or unenforceable, such provision shall be deemed severed from this Agreement,
which shall otherwise remain in full force and effect.
13)
TIME.  Time is of the essence of this Agreement and each and every provision hereof.
Any extension of time granted for the performance of any duty under this Agreement
shall not be considered an extension of time for the performance of any other duty under
this Agreement.
14)
WAIVER.  Failure of any party to exercise any right or option arising out of a breach of
this Agreement shall not be deemed a waiver of any right or option with respect to any
subsequent or different breach, or the continuance of any existing breach.
15)
HEADINGS AND COUNTERPARTS.  The headings of this Listing Agreement are for
purposes of reference only and will not limit or define the meaning of any provision of
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this Listing Agreement.  This Listing Agreement may be executed in any number of 
counterparts, each of which will be deemed an original, but all of which will constitute 
one and the same instrument. Electronic signatures shall be deemed to have the same 
effect as original signatures. 
16)
RELATIONSHIP OF PARTIES.  Nothing contained within this agreement shall be
construed or deemed to create a joint venture, partnership, or other venture in any way
between the parties hereto
17)
NOTICES.
If to Seller: 
Maricopa County Department of Transportation, 
a political subdivision of the State of Arizona 
ATTN: Transportation Director 
2901 W Durango St 
Phoenix, AZ  85009 
Phone: 602-506-4644 
With a copy to: 
Maricopa County Real Estate Department 
ATTN:  Real Estate Director 
2801 W Durango St 
Phoenix, AZ  85009 
Phone: 602-506-4748 
If to R.O.I: 
Beth Jo Zeitzer 
R.O.I. Properties 
2425 E. Camelback Road, Suite 150 
Phoenix, AZ 85016 
Phone:  602.319.1326 
Fax:  602.522.2014 
or at such other addresses as may be designated from time to time by giving notice as 
herein provided.  Any notice shall be deemed to have been given or received upon personal 
delivery or twenty-four (24) hours after mailing if sent by certified mail, postage prepaid, or 
on the date of facsimile/email transmission.  
REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK 
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CONTRACT REAL ESTATE BROKERAGE SERVICE AND OTHER 
RELATED SERVICES 210254-RFP 
 
This contract is entered into this 26th day of August, 2021 by and between Maricopa County (“County”), a 
political subdivision of the State of Arizona, and R.O.I. Properties, an Arizona corporation (“Contractor”) for 
the purchase of Real Estate Broker Services, Tenant/Buyer Representation, and other Related Services. 
The County is seeking an experienced transaction-based real estate firms to provide support in meeting 
the County’s real estate needs. The County requires services from a Real Estate firm that can willingly and 
successfully assist in all areas of the real estate leasing process and the real estate purchasing process 
within an environment that must consider extremely varying sizes of assignments. 
 
1.0 
CONTRACT TERM 
 
1.1 
This contract is for a term of three years, beginning on the 1st day of September, 2021and 
ending the 31st of August 2024. 
 
2.0 
OPTION TO RENEW 
 
The County may, at its option and with the concurrence of the Contractor, renew the term of this 
contract up to a maximum of three additional year(s), (or at the County’s sole discretion, extend the 
contract on a month-to-month basis for a maximum of six months after expiration). The Contractor 
shall be notified in writing by the Office of Procurement Services of the County’s intention to renew 
the contract term at least 60 calendar days prior to the expiration of the original contract term. 
 
3.0 
CONTRACT COMPLETION 
 
In preparation for contract completion, the Contractor shall make all reasonable efforts for an 
orderly transition of its duties and responsibilities to another provider and/or to the County. This 
may include, but is not limited to, preparation of a transition plan and cooperation with the County 
or other providers in the transition. The transition includes the transfer of all records and other data 
in the possession, custody, or control of the Contractor that are required to be provided to the 
County either by the terms of this agreement or as a matter of law. The provisions of this clause 
shall survive the expiration or termination of this agreement. 
 
4.0 
PRICE ADJUSTMENTS 
 
Any requests for reasonable price adjustments must be submitted 60 calendar days prior to 
contract expiration. Requests for adjustment in cost of labor and/or materials must be supported 
by appropriate documentation. The reasonableness of the request will be determined by comparing 
the request with the Consumer Price Index or by performing a market survey. If County agrees to 
the adjusted price terms, County shall issue written approval of the change and provide an updated 
version of the contract. The new change shall not be in effect until the date stipulated on the 
updated version of the contract. 
 
5.0 
PAYMENTS 
 
5.1 
As consideration for performance of the duties described herein, County shall pay 
Contractor the sum(s) stated in Exhibit D – Pricing Sheet. 
 
5.2 
Payment shall be made upon the County’s receipt of a properly completed invoice. 
 
EXHIBIT “A” 
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SERIAL 210254-RFP 
5.3 
INVOICES 
5.3.1 
The Contractor shall submit one legible copy of their detailed invoice before 
payment(s) will be made. Incomplete invoices will not be processed. At a minimum, 
the invoice must provide the following information: 
•
Company name, address, and contact information
•
County bill-to name and contact information
•
Contract serial number
•
County purchase order number
•
Project name and/or number
•
Invoice number and date
•
Payment terms
•
Date of service or delivery
•
Quantity
•
Contract item number(s)
•
Arrival and completion time
•
Description of purchase (product or services)
•
Pricing per unit of purchase
•
Extended price
•
Freight (if applicable)
•
Mileage with rate (if applicable)
•
Total amount due
5.3.2 
Problems regarding billing or invoicing shall be directed to the department as listed 
on the purchase order. 
5.3.3 
Payment shall only be made to the Contractor by Accounts Payable through the 
Maricopa County Vendor Express Payment Program. This is an electronic funds 
transfer (EFT) process. After contract award, the Contractor shall complete the 
Vendor Registration Form accessible from the County Department of Finance 
Vendor 
Registration 
Web 
Site 
https://www.maricopa.gov/5169/Vendor-
Information. 
5.3.4 
Discounts offered in the contract shall be calculated based on the date a properly 
completed invoice is received by the County. 
5.3.5 
EFT payments to the routing and account numbers designated by the Contractor 
shall include the details on the specific invoices that the payment covers. The 
Contractor is required to discuss remittance delivery capabilities with their 
designated financial institution for access to those details. 
5.4 
APPLICABLE TAXES 
5.4.1 
It is the responsibility of the Contractor to determine any and all applicable taxes 
and include those taxes in their proposal. The legal liability to remit the tax is on 
the entity conducting business in Arizona. Tax is not a determining factor in 
contract award. 
5.4.2 
The County will look at the price or offer submitted and will not deduct, add, or alter 
pricing based on speculation or application of any taxes, nor will the County 
provide Contractor any advice or guidance regarding taxes. If you have questions 
regarding your tax liability, seek advice from a tax professional prior to submitting 
your bid. You may also find information at https://www.azdor.gov/Business.aspx. 
Once your bid is submitted, the offer is valid for the time specified in this solicitation, 
regardless of mistake or omission of tax liability. If the County finds overpayment 
of a project due to tax consideration that was not due, the Contractor will be liable 
to the County for that amount, and by contracting with the County agrees to remit 
any overpayments back to the County for miscalculations on taxes included in a 
bid price. 
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SERIAL 210254-RFP 
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). 
6.0 
AVAILABILITY OF FUNDS 
6.1 
The provisions of this contract relating to payment for services shall become effective when 
funds assigned for the purpose of compensating the Contractor as herein provided are 
actually available to County for disbursement. The County shall be the sole judge and 
authority in determining the availability of funds under this contract. County shall keep the 
Contractor fully informed as to the availability of funds. 
6.2 
If any action is taken by, any State agency, Federal department, or any other agency or 
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in 
connection with, this contract, County may amend, suspend, decrease, or terminate its 
obligations under, or in connection with, this contract. In the event of termination, County 
shall be liable for payment only for services rendered prior to the effective date of the 
termination, provided that such services are performed in accordance with the provisions 
of this contract. County shall give written notice of the effective date of any suspension, 
amendment, or termination under this section, at least 10 days in advance. 
7.0 
STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE) 
The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of 
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. 
Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful 
respondent under this solicitation, a member of SAVE may access a contract resulting from a 
solicitation issued by the County. If contractor does not want to grant such access to a member of 
SAVE, state so in contractor’s bid. In the absence of a statement to the contrary, the County will 
assume that contractor does wish to grant access to any contract that may result from this bid. The 
County assumes no responsibility for any purchases by using entities. 
8.0 
INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs) 
County currently holds ICPAs with numerous governmental entities. These agreements allow those 
entities, with the approval of the Contractor, to purchase their requirements under the terms and 
conditions of the County contract. It is the responsibility of the non-County government entity to 
perform its own due diligence on the acceptability of the contract under its applicable procurement 
rules, processes, and procedures. Certain governmental agencies may not require an ICPA and 
may utilize this contract if it meets their individual requirements. Other governmental agencies may 
enter into a separate Statement of Work with the Contractor to meet their own requirements. The 
County is not a party to any uses of this contract by other governmental entities. 
9.0 
DUTIES 
9.1 
The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise 
directed in writing by the procurement officer. 
9.2 
During the contract term, County may provide Contractor’s personnel with adequate 
workspace for consultants and such other related facilities as may be required by 
Contractor to carry out its contractual obligations. 
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SERIAL 210254-RFP 
 
10.0 
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 approval of 
County. The form of any insurance policies and forms must be acceptable to 
County. 
 
10.2.2 All insurance required herein shall be maintained in full force and effect until all 
work or service required to be performed under the terms of the contract is 
satisfactorily completed and formally accepted. Failure to do so may, at the sole 
discretion of County, constitute a material breach of this contract. 
 
10.2.3 In the event that the insurance required is written on a claims-made basis, 
Contractor warrants that any retroactive date under the policy shall precede the 
effective date of this contract and either continuous coverage will be maintained, 
or an extended discovery period will be exercised for a period of two years 
beginning at the time work under this contract is completed. 
 
10.2.4 Contractor’s insurance shall be primary insurance as respects County, and any 
insurance or self-insurance maintained by County shall not contribute to it. 
 
10.2.5 Any failure to comply with the claim reporting provisions of the insurance policies 
or any breach of an insurance policy warranty shall not affect the County’s right to 
coverage afforded under the insurance policies. 
 
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SERIAL 210254-RFP 
 
10.2.6 The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be 
applicable with respect to the coverage provided to County under such policies. 
Contractor shall be solely responsible for the deductible and/or self-insured 
retention and County, at its option, may require Contractor to secure payment of 
such deductibles or self-insured retentions by a surety bond or an irrevocable and 
unconditional letter of credit. 
 
10.2.7 The insurance policies required by this contract, except Workers’ Compensation 
and Errors and Omissions, shall name County, its agents, representatives, officers, 
directors, officials, and employees as additional insureds. 
 
10.2.8 The policies required hereunder, except Workers’ Compensation and Errors and 
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) 
against County, its agents, representatives, officers, directors, officials, and 
employees for any claims arising out of Contractor’s work or service. 
 
10.2.9 If available, the insurance policies required by this contract may be combined with 
Commercial Umbrella Insurance policies to meet the minimum limit requirements. 
If a Commercial Umbrella insurance policy is utilized to meet insurance 
requirements, the Certificate of Insurance shall indicate which lines the 
Commercial Umbrella Insurance covers. 
 
10.2.9.1. Commercial General Liability 
 
Commercial General Liability (CGL) insurance and, if necessary, 
Commercial Umbrella insurance with a limit of not less than $2,000,000 
for each occurrence, $4,000,000 Products/Completed Operations 
Aggregate, and $4,000,000 General Aggregate Limit. The policy shall 
include coverage for premises liability, bodily injury, broad form property 
damage, personal injury, products and completed operations and 
blanket contractual coverage, and shall not contain any provisions which 
would serve to limit third party action over claims. There shall be no 
endorsement or modifications of the CGL limiting the scope of coverage 
for liability arising from explosion, collapse, or underground property 
damage. 
 
10.2.9.2. Automobile Liability 
 
Commercial/Business Automobile Liability insurance with a combined 
single limit for bodily injury and property damage of not less than 
$2,000,000 each occurrence with respect to any of the Contractor’s 
owned, hired, and non-owned vehicles assigned to or used in 
performance of the Contractor’s work or services or use or maintenance 
of the premises under this contract.  
 
10.2.9.3. Workers’ Compensation 
 
10.2.9.3.1 Workers’ compensation insurance to cover obligations 
imposed by Federal and State statutes having jurisdiction of 
Contractor’s employees engaged in the performance of the 
work or services under this contract; and Employer’s Liability 
insurance of not less than $1,000,000 for each accident, 
$1,000,000 disease for each employee, and $1,000,000 
disease policy limit.  
 
10.2.9.3.2 Contractor, its subcontractors, and sub-subcontractors 
waive all rights against this contract and its agents, officers, 
directors, and employees for recovery of damages to the 
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SERIAL 210254-RFP 
 
extent these damages are covered by the workers’ 
compensation and Employer’s Liability or Commercial 
Umbrella Liability insurance obtained by Contractor, its 
subcontractors, and its sub-subcontractors pursuant to this 
contract. 
 
10.2.9.4. Errors and Omissions/Professional Liability Insurance 
 
Errors and Omissions (Professional Liability) insurance which will insure 
and provide coverage for errors or omissions or professional liability of 
the contractor, with limits of no less than $2,000,000 for each claim. 
 
10.2.10 Certificates of Insurance 
 
10.2.10.1 Prior to contract award, Contractor shall furnish the County with valid 
and complete Certificates of Insurance, or formal endorsements as 
required by the contract in the form provided by the County, issued 
by Contractor’s insurer(s), as evidence that policies providing the 
required coverage, conditions and limits required by this contract are 
in full force and effect. Such certificates shall identify this contract 
number and title. 
 
10.2.10.2 In the event any insurance policy(ies) required by this contract is (are) 
written on a claims-made basis, coverage shall extend for two years 
past completion and acceptance of Contractor’s work or services and 
as evidenced by annual certificates of insurance. 
 
10.2.10.3 If a policy does expire during the life of the Contract, a renewal 
certificate must be sent to County 15 calendar days prior to the 
expiration date. 
 
10.2.11 Cancellation and Expiration Notice 
 
Applicable to all insurance policies required within the insurance requirements of 
this contract, Contractor’s insurance shall not be permitted to expire, be 
suspended, be canceled, or be materially changed for any reason without 30 
days prior written notice to Maricopa County. Contractor must provide to 
Maricopa County, within two business days of receipt, if they receive notice of a 
policy that has been or will be suspended, canceled, materially changed for any 
reason, has expired, or will be expiring. Such notice shall be sent directly to 
Maricopa County Office of Procurement Services and shall be mailed, or hand 
delivered to 160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the 
procurement officer noted in the solicitation. 
 
10.3 
FORCE MAJEURE 
 
10.3.1 Neither party shall be liable for failure of performance, nor incur any liability to 
the other party on account of any loss or damage resulting from any delay or 
failure to perform all or any part of this contract, if such delay or failure is caused 
by events, occurrences, or causes beyond the reasonable control and without 
negligence of the parties. Such events, occurrences, or causes include, but are 
not limited to, acts of God/nature (including fire, flood, earthquake, storm, 
hurricane, or other natural disaster), war, invasion, act of foreign enemies, 
hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, 
insurrection, military or usurped power or confiscation, terrorist activities, 
nationalization, government sanction, lockout, blockage, embargo, labor dispute, 
strike, and interruption or failure of electricity or telecommunication service, and 
pandemic. 
 
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SERIAL 210254-RFP 
 
10.3.2 Each party, as applicable, shall give the other party notice of its inability to 
perform and particulars in reasonable detail of the cause of the inability. Each 
party must use best efforts to remedy the situation and remove, as soon as 
practicable, the cause of its inability to perform or comply. 
 
10.3.3 The party asserting Force Majeure as a cause for non-performance shall have 
the burden of proving that reasonable steps were taken to minimize delay or 
damages caused by foreseeable events, that all non-excused obligations were 
substantially fulfilled, and that the other party was timely notified of the likelihood 
or actual occurrence which would justify such an assertion, so that other prudent 
precautions could be contemplated. 
 
10.4 
ORDERING AUTHORITY 
 
Any request for purchase shall be accompanied by a valid purchase order issued by a 
County department or directed by a Certified Agency Procurement Aid (CAPA) with a 
purchase card for payment. 
 
10.5 
PROCUREMENT CARD ORDERING CAPABILITY 
 
County may opt to use a procurement card (Visa or Master Card) to make payment for 
orders under this contract. 
 
10.6 
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION 
 
This contract does not guarantee any minimum or maximum purchases will be made. 
Orders will only be placed under this contract when the County identifies a need and proper 
authorization and documentation have been approved. 
 
10.7 
PURCHASE ORDERS 
 
10.7.1 County reserves the right to cancel purchase orders within a reasonable period of 
time after issuance. Should a purchase order be canceled, the County agrees to 
reimburse the Contractor for actual and documentable costs incurred by the 
Contractor in response to the purchase order. The County will not reimburse the 
Contractor for any costs incurred after receipt of County notice of cancellation, or 
for lost profits, or for shipment of product prior to issuance of purchase order. 
 
10.7.2 Contractor agrees to accept verbal notification of cancellation of purchase orders 
from the County procurement officer with written notification to follow. Contractor 
specifically acknowledges to be bound by this cancellation policy. 
 
 
10.8 
BACKGROUND CHECK 
 
Respondents may be required to pass multiple background checks (e.g. Sheriff’s Office, 
County Attorney's Office, Courts, as well as Maricopa County general government) to 
determine if the respondent is acceptable to do business with the County. This applies to, 
but is not limited to, the company, subcontractors, and employees, and the failure to pass 
these checks shall deem the respondent non-responsible. 
 
10.9 
SUSPENSION OF WORK 
 
The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt 
all or any part of the work of this contract for the period of time that the procurement officer 
determines appropriate for the convenience of the County. No adjustment shall be made 
under this clause for any suspension, delay, or interruption to the extent that performance 
would have been so suspended, delayed, or interrupted by any other cause, including the 
fault or negligence of the Contractor. No request for adjustment under this clause shall be 
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable 
Page 13 of 28

SERIAL 210254-RFP 
 
after the termination of the suspension, delay, or interruption, but not later than the date of 
final payment under the contract. 
 
10.10 
STOP WORK ORDER 
 
10.10.1 The procurement officer may, at any time, by written order to the Contractor, 
require the Contractor to stop all, or any part, of the work called for by this contract 
for a period of 90 calendar days after the order is delivered to the Contractor, and 
for any further period to which the parties may agree. The order shall be specifically 
identified as a stop work order issued under this clause. Upon receipt of the order, 
the Contractor shall immediately comply with its terms and take all reasonable 
steps to minimize the incurrence of costs allocable to the work covered by the order 
during the period of work stoppage. Within a period of 90 calendar days after a 
stop work order is delivered to the Contractor, or within any extension of that period 
to which the parties shall have agreed, the procurement officer shall either: 
 
10.10.1.1 cancel the stop work order; or  
 
10.10.1.2 terminate the work covered by the order as provided in the Termination 
for Default or the Termination for Convenience clause of this contract. 
 
10.10.1.3 The procurement officer may make an equitable adjustment in the 
delivery schedule and/or contract price, and the contract shall be 
modified, in writing, accordingly, if the Contractor demonstrates that the 
stop work order resulted in an increase in costs to the Contractor 
 
10.11 
TERMINATION FOR CONVENIENCE 
 
Maricopa County may terminate the resultant contract for convenience by providing 60 
calendar days advance notice to the Contractor. 
 
10.12 
TERMINATION FOR DEFAULT 
 
10.12.1 The County may, by written Notice of Default to the Contractor, terminate this 
contract in whole or in part if the Contractor fails to: 
 
10.12.1.1 deliver the supplies or to perform the services within the time specified 
in this contract or any extension;  
 
10.12.1.2 make progress, so as to endanger performance of this contract; or 
 
10.12.1.3 perform any of the other provisions of this contract. 
 
10.12.2 The County’s right to terminate this contract under these subparagraphs may be 
exercised if the Contractor does not cure such failure within 10 business days (or 
more if authorized in writing by the County) after receipt of a Notice to Cure from 
the procurement officer specifying the failure. 
 
10.13 
PERFORMANCE 
 
It shall be the Contractor’s responsibility to meet the proposed performance requirements. 
Maricopa County reserves the right to obtain services on the open market in the event the 
Contractor fails to perform, and any price differential will be charged against the Contractor. 
 
10.14 
CONTRACTOR EMPLOYEE MANAGEMENT 
 
10.14.1 Contractor shall endeavor to maintain the personnel proposed in their proposal 
throughout the performance of this contract. 
 
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SERIAL 210254-RFP 
 
10.14.2 If Contractor personnel’s employment status changes, Contractor shall provide 
County a list of proposed replacements with equivalent or greater experience. 
 
10.14.3 Under no circumstances shall the implementation schedule to be impacted by a 
personnel change on the part of the Contractor. 
 
10.14.4 Contractor shall not reassign any key personnel identified in their proposal without 
the express consent of the County. 
 
10.14.5 County reserves the right to immediately remove from its premises any Contractor 
personnel it determines to be a risk to County operations. 
 
10.14.6 County reserves the right to request the replacement of any Contractor personnel 
at any time, for any reason. 
 
10.15 
WARRANTY OF SERVICES 
 
10.15.1 The Contractor warrants that all services provided hereunder will conform to the 
requirements of the contract, including all descriptions, specifications, and 
attachments made a part of this contract. County’s acceptance of services or 
goods provided by the Contractor shall not relieve the Contractor from its 
obligations under this warranty. 
 
10.15.2 In addition to its other remedies, County may, at the Contractor's expense, require 
prompt correction of any services failing to meet the Contractor's warranty herein. 
Services corrected by the Contractor shall be subject to all the provisions of this 
contract in the manner and to the same extent as services originally furnished 
hereunder. 
 
10.16 
INSPECTION OF SERVICES 
 
10.16.1 The Contractor shall provide and maintain an inspection system acceptable to 
County covering the services under this contract. Complete records of all 
inspection work performed by the Contractor shall be maintained and made 
available to County during contract performance and for as long afterwards as the 
contract requires. 
 
10.16.2 County has the right to inspect and test all services called for by the contract, to 
the extent practicable at all times and places during the term of the contract. 
County shall perform inspections and tests in a manner that will not unduly delay 
the work. 
 
10.16.3 If any of the services do not conform to contract requirements, County may require 
the Contractor to perform the services again in conformity with contract 
requirements, at no cost to the County. When the defects in services cannot be 
corrected by re-performance, County may: 
 
10.16.3.1 require the Contractor to take necessary action to ensure that future 
performance conforms to contract requirements; and 
 
10.16.3.2 reduce the contract price to reflect the reduced value of the services 
performed. 
 
10.16.4 If the Contractor fails to promptly perform the services again or to take the 
necessary action to ensure future performance in conformity with contract 
requirements, County may: 
 
10.16.4.1 by contract or otherwise, perform the services and charge to the 
Contractor, through direct billing or through payment reduction, any cost 
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SERIAL 210254-RFP 
incurred by County that is directly related to the performance of such 
service; or 
10.16.4.2 terminate the contract for default. 
10.17 
USAGE REPORT 
The Contractor shall furnish the County a usage report, upon request, delineating the 
acquisition activity governed by the contract. The format of the report shall be approved by 
the County and shall disclose the quantity and dollar value of each contract item by 
individual unit of measure. 
10.18 
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST 
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract 
without penalty or further obligation within three years after execution of the contract, if any 
person significantly involved in initiating, negotiating, securing, drafting, or creating the 
contract on behalf of the County is at any time, while the contract or any extension of the 
contract is in effect, an employee or agent of any other party to the contract in any capacity 
or consultant to any other party of the contract with respect to the subject matter of the 
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or 
commission paid or due to any person significantly involved in initiating, negotiating, 
securing, drafting, or creating the contract on behalf of the County from any other party to 
the contract arising as the result of the contract. 
10.19 
OFFSET FOR DAMAGES 
In addition to all other remedies at Law or Equity, the County may offset from any money 
due to the Contractor any amounts Contractor owes to the County for damages resulting 
from breach or deficiencies in performance of the contract. 
10.20 
SUBCONTRACTING 
10.20.1 The Contractor may not assign to another Contractor or subcontract to another 
party for performance of the terms and conditions hereof without the written 
consent of the County. All correspondence authorizing subcontracting must 
reference the bid serial number and identify the job or project. 
10.20.2 The subcontractor’s rate for the job shall not exceed that of the prime Contractor’s 
rate, as bid in the pricing section, unless the prime Contractor is willing to absorb 
any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime 
Contractor, who in turn shall pass-through the costs to the County, without mark-
up. A copy of the subcontractor’s invoice must accompany the prime Contractor’s 
invoice. 
10.21 
AMENDMENTS 
All amendments to this contract shall be in writing and approved/signed by both parties. 
Maricopa County Office of Procurement Services shall be responsible for approving all 
amendments for Maricopa County. 
10.22 
ADDITIONS/DELETIONS OF REQUIREMENTS 
The County reserves the right to add and/or delete materials and services to a contract. If 
a service requirement is deleted, payment to the Contractor will be reduced proportionately, 
to the amount of service reduced in accordance with the bid price. If additional materials 
or services are required from a contract, prices for such additions will be negotiated 
between the Contractor and the County. 
Page 16 of 28

SERIAL 210254-RFP 
10.23 
RIGHTS IN DATA 
10.23.1 The County shall have the use of data and reports resulting from a contract without 
additional cost or other restriction except as may be established by law or 
applicable regulation. Each party shall supply to the other party, upon request, any 
available information that is relevant to a contract and to the performance 
thereunder. 
10.23.2 Data, records, reports, and all other information generated for the County by a third 
party as the result of a contract are the property of the County and shall be provided 
in a format designated by the County or shall be and remain accessible to the 
County into perpetuity. 
10.24 
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR 
OTHER REVIEW 
10.24.1 In accordance with Section MC1-373 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 longest. 
The County, Federal or State auditors and any other persons duly authorized by 
the department shall have full access to and the right to examine, copy, and make 
use of, any and all said materials. 
10.24.2 If the Contractor’s books, records, accounts, statements, reports, files, and other 
records and back-up documentation relevant to this contract are not sufficient to 
support and document that requested services were provided, the Contractor shall 
reimburse Maricopa County for the services not so adequately supported and 
documented. 
10.25 
AUDIT DISALLOWANCES 
If at any time it is determined by the County that a cost for which payment has been made 
is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. 
The course of action to address the disallowance shall be at sole discretion of the County, 
and may include either an adjustment to future invoices, request for credit, request for a 
check, or a deduction from current invoices submitted by the Contractor equal to the 
amount of the disallowance, or to require reimbursement forthwith of the disallowed amount 
by the Contractor by issuing a check payable to Maricopa County. 
10.26 
STRICT COMPLIANCE 
Acceptance by County of a performance that is not in strict compliance with the terms of 
the contract shall not be deemed to be a waiver of strict compliance with respect to all other 
terms of the contract. 
10.27 
VALIDITY 
The invalidity, in whole or in part, of any provision of this contract shall not void or affect 
the validity of any other provision of the contract. 
10.28 
SEVERABILITY 
The removal, in whole or in part, of any provision of this contract shall not void or affect the 
validity of any other provision of this contract. 
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SERIAL 210254-RFP 
 
10.29 
RELATIONSHIPS 
 
10.29.1 In the performance of the services described herein, the Contractor shall act solely 
as an independent Contractor, and nothing herein or implied herein shall at any 
time be construed as to create the relationship of employer and employee, co-
employee, partnership, principal and agent, or joint venture between the County 
and the Contractor. 
 
10.29.2 The County reserves the right of final approval on proposed staff. Also, upon 
request by the County, the Contractor will be required to remove any employees 
working on County projects and substitute personnel based on the discretion of 
the County within two business days, unless previously approved by the County. 
 
10.30 
NON-DISCRIMINATION 
 
Contractor agrees to comply with all provisions and requirements of Arizona Executive 
Order 2009-09, including flow down of all provisions and requirements to any 
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends 
Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full 
herein. During the performance of this contract, Contractor shall not discriminate against 
any employee, client, or any other individual in any way because of that person’s age, race, 
creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 
can 
be 
downloaded 
from 
the 
Arizona 
Memory 
Project 
at 
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.) 
 
10.31 
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 
 
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement 
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees 
for the duration of this agreement to not engage in, a boycott of goods or services from 
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a 
regulation issued pursuant to 50 U.S.C. § 4842. 
 
10.32 
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 
 
10.32.1 The undersigned (authorized official signing on behalf of the Contractor) certifies 
to the best of his or her knowledge and belief that the Contractor, its current 
officers, and directors: 
 
10.32.1.1 are not presently debarred, suspended, proposed for debarment, 
declared ineligible, or voluntarily excluded from being awarded any 
contract or grant by any United States department or agency or any 
state, or local jurisdiction; 
 
10.32.1.2 have not within a three-year period preceding this contract: 
 
10.32.1.2.1 been convicted of fraud or any criminal offense in 
connection with obtaining, attempting to obtain, or as the 
result of performing a government entity (Federal, State or 
local) transaction or contract; or 
 
10.32.1.2.2 been convicted of violation of any Federal or State antitrust 
statutes or conviction for embezzlement, theft, forgery, 
bribery, falsification or destruction of records, making false 
statements, or receiving stolen property regarding a 
government entity transaction or contract; 
 
10.32.1.3 are not presently indicted or criminally charged by a government entity 
(Federal, State or local) with commission of any criminal offenses in 
Page 18 of 28

SERIAL 210254-RFP 
 
connection with obtaining, attempting to obtain, or as the result of 
performing a government entity public (Federal, State or local) 
transaction or contract; 
 
10.32.1.4 are not presently facing any civil charges from any governmental entity 
regarding obtaining, attempting to obtain, or from performing any 
governmental entity contract or other transaction; and  
 
10.32.1.5 have not within a three-year period preceding this contract had any 
public transaction (Federal, State or local) terminated for cause or 
default. 
 
10.32.2 If any of the above circumstances described in the paragraph are applicable to the 
entity submitting a bid for this requirement, include with your bid an explanation of 
the matter including any final resolution. 
 
10.32.3 The Contractor shall include, without modification, this clause in all lower tier 
covered transactions (i.e. transactions with subcontractors or sub-subcontractors) 
and in all solicitations for lower tier covered transactions related to this contract. If 
this clause is applicable to a subcontractor or sub-subcontractor, the Contractor 
shall include the information required by this clause with their bid. 
 
10.33 
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL 
IMMIGRATION LAWS AND REGULATIONS 
 
10.33.1 By entering into the contract, the Contractor warrants compliance with the 
Immigration and Nationality Act (INA using E-Verify) and all other Federal 
immigration laws and regulations related to the immigration status of its employees 
and A.R.S. § 23-214(A). The Contractor shall obtain statements from its 
subcontractors certifying compliance and shall furnish the statements to the 
procurement officer upon request. These warranties shall remain in effect through 
the term of the contract. The Contractor and its subcontractors shall also maintain 
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform 
and Control Act of 1986, as amended from time to time, for all employees performing 
work under the contract and verify employee compliance using the E-Verify system 
and shall keep a record of the verification for the duration of the employee’s 
employment or at least three years, whichever is longer. I-9 forms are available for 
download at www.uscis.gov. 
 
10.33.2 The County retains the legal right to inspect documents of Contractor and 
subcontractor employees performing work under this contract to verify compliance 
with paragraph 10.33.1 of this section. Contractor and subcontractor shall be given 
reasonable notice of the County’s intent to inspect and shall make the documents 
available at the time and date specified. Should the County suspect or find that the 
Contractor or any of its subcontractors are not in compliance, the County will 
consider this a material breach of the contract and may pursue any and all remedies 
allowed by law, including, but not limited to: suspension of work, termination of the 
contract for default, and suspension and/or debarment of the Contractor. All costs 
necessary to verify compliance are the responsibility of the Contractor. 
 
10.34 
CONTRACTOR LICENSE REQUIREMENT 
 
10.34.1 The Contractor shall procure all permits, insurance, and licenses, and pay the 
charges and fees necessary and incidental to the lawful conduct of his/her 
business, and as necessary complete any requirements, by any and all 
governmental or non-governmental entities as mandated to maintain compliance 
with and remain in good standing. The Contractor shall keep fully informed of 
existing and future trade or industry requirements, and Federal, State, and local 
laws, ordinances, and regulations which in any manner affect the fulfillment of a 
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SERIAL 210254-RFP 
 
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. 
 
10.35 
INFLUENCE 
 
10.35.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort 
to influence an employee or agent to breach the Maricopa County Ethical Code of 
Conduct or any ethical conduct, may be grounds for disbarment or suspension 
under MC1-902. 
 
10.35.2 An attempt to influence includes, but is not limited to: 
 
10.35.2.1 A person offering or providing a gratuity, gift, tip, present, donation, 
money, entertainment or educational passes or tickets, or any type of 
valuable contribution or subsidy that is offered or given with the intent to 
influence a decision, obtain a contract, garner favorable treatment, or 
gain favorable consideration of any kind. 
 
10.35.3 If a person attempts to influence any employee or agent of Maricopa County, the 
chief procurement officer, or his designee, reserves the right to seek any remedy 
provided by the Maricopa County Procurement Code, any remedy in equity or in 
the law, or any remedy provided by this contract.  
 
10.35.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY 
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT 
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS 
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH 
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, 
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT 
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM 
THE EVALUATION PROCESS. 
 
10.36 
CONFIDENTIAL INFORMATION 
 
10.36.1 Any information obtained in the course of performing this contract may include 
information that is proprietary or confidential to the County. This provision 
establishes the Contractor’s obligation regarding such information. 
 
10.36.2 The Contractor shall establish and maintain procedures and controls that are 
adequate to assure that no information contained in its records and/or obtained 
from the County or from others in carrying out its functions (services) under the 
contract shall be used by or disclosed by it, its agents, officers, or employees, 
except as required to efficiently perform duties under the contract. The Contractor’s 
procedures and controls, at a minimum, must be the same procedures and controls 
it uses to protect its own proprietary or confidential information. If, at any time 
during the duration of the contract, the County determines that the procedures and 
controls in place are not adequate, the Contractor shall institute any new and/or 
additional measures requested by the County within 15 business days of the 
written request to do so. 
 
10.36.3 Any requests to the Contractor for County proprietary or confidential information 
shall be referred to the County for review and approval, prior to any dissemination. 
 
10.37 
PUBLIC RECORDS 
 
Under Arizona law, all offers submitted and opened are public records and must be 
retained by the County at the Maricopa County Office of Procurement Services. Offers shall 
be open to public inspection and copying after contract award and execution, except for 
Page 20 of 28

SERIAL 210254-RFP 
 
such offers or sections thereof determined to contain proprietary or confidential information 
by the Office of Procurement Services. If an offeror believes that information in its offer or 
any resulting contract should not be released in response to a public record request, under 
Arizona law, the offeror shall indicate the specific information deemed confidential or 
proprietary and submit a statement with its offer detailing the reasons that the information 
should not be disclosed. Such reasons shall include the specific harm or prejudice which 
may arise from disclosure. The records manager of the Office of Procurement Services 
shall determine whether the identified information is confidential pursuant to the Maricopa 
County Procurement Code. 
 
10.38 
INTEGRATION 
 
This contract represents the entire and integrated agreement between the parties and 
supersedes 
all 
prior 
negotiations, 
proposals, 
communications, 
understandings, 
representations, or agreements, whether oral or written, expressed, or implied. 
 
10.39 
UNIFORM ADMINISTRATIVE REQUIREMENTS 
 
By entering into this contract, the Contractor agrees to comply with all applicable provisions 
of 
Title 
2, 
Subtitle 
A, 
Chapter 
II, 
Part 
200—UNIFORM 
ADMINISTRATIVE 
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL 
AWARDS contained in Title 2 C.F.R. § 200 et seq. 
 
10.40 
GOVERNING LAW 
 
This contract shall be governed by the laws of the State of Arizona. Venue for any actions 
or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix, 
Arizona. 
 
10.41 
PRICES 
 
Contractor warrants that prices extended to County under this contract are no higher than 
those paid by any other customer for these or similar services. 
 
10.42 
ORDER OF PRECEDENCE 
 
In the event of a conflict in the provisions of this contract and Contractor’s license 
agreement, if applicable, the terms of this contract shall prevail. 
 
10.43 
INCORPORATION OF DOCUMENTS 
 
10.43.1 The following are to be attached to and made part of this Contract: 
 
10.43.1.1 Exhibit A – Vendor Information and Pricing 
 
10.43.1.2 Exhibit B – Scope of Work 
 
10.44 
NOTICES 
 
All notices given pursuant to the terms of this contract shall be addressed to: 
 
For County: 
 
Maricopa County 
Office of Procurement Services 
160 S. 4th Avenue 
Phoenix, Arizona 85003-1647 
 
 
 
 
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SERIAL 210254-RFP 
 
For Contractor: 
R.O.I. Properties 
2001 E Campbell Ave #202 
Phoenix, AZ 85016 
 
 
10.45 
INQUIRIES 
 
10.45.1 Inquiries concerning information herein must be submitted prior to the question 
deadline date/time posted in the e-procurement platform, Periscope S2G, using 
the link in the “Q&A” tab. 
 
10.45.2 Administrative telephone/email inquiries shall be addressed to: 
 
LOUIS NICOLOSI, PROCUREMENT OFFICER 
TELEPHONE: (602) 506-2761  
Louis.nicolosi@maricopa.gov 
 
10.45.3 Inquiries may be submitted by telephone but must be followed up in writing. No 
oral communication is binding on Maricopa County. 
 
 
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SERIAL 210254-RFP 
 
 
EXHIBIT A - VENDOR INFORMATION 
  
VENDOR INFORMATION MUST MATCH INFORMATION CONTAINED IN BIDSYNC AND MARICOPA COUNTY 
DEPARTMENT OF FINANCE VENDOR REGISTRATION. 
PLEASE NOTE THAT VENDORS ARE REQUIRED TO COMPLETE REGISTRATION AT TO AWARD AT THE 
MARICOPA DEPARTMENT OF FINANCE WEBSITE (http://www.maricopa.gov/Finance/Vendors.aspx) 
 
COMPANY NAME: 
R.O.I. Properties 
DOING BUSINESS AS (dba): 
R.O.I. Properties 
MAILING ADDRESS: 
2001 E. Campbell Ave, #202, Phx, AZ 85016 
REMIT TO ADDRESS: 
2001 E. Campbell Ave, #202, Phx, AZ 85016 
TELPHONE NUMBER: 
602-319-1326 
FAX NUMBER: 
602-522-2014 
WWW ADDRESS: 
www.roiproperties.com 
REPRESENTATIVE NAME: 
Beth Jo Zeitzer 
REPRESENTATIVE TELEPHONE NUMBER: 
602-319-1326 
REPRESENTATIVE EMAIL ADDRESS 
bjz@roiproperties.com 
 
  
YES 
NO 
REBATE 
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE 
FROM THIS CONTRACT: 
 
 
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: 
 
 
 
 
FUEL COMPRISES (if applicable) 0% OF TOTAL BID AMOUNT 
 
PAYMENT TERMS: RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING. PAYMENT TERMS WILL BE 
CONSIDERED IN DETERMINING LOW BID. FAILURE TO CHOOSE PAYMENT TERMS WILL RESULT IN A DEFAULT 
TO NET 30 DAYS. 
 
              NET 10 DAYS   
 NET 45 DAYS          
 1% 10 DAYS NET 30 DAYS 
 
 NET 15 DAYS   
 NET 60 DAYS          
 2% 30 DAYS NET 31 DAYS 
              NET 20 DAYS   
 NET 90 DAYS          
 1% 30 DAYS NET 31 DAYS 
              NET 30 DAYS   
 2% 10 DAYS NET 30 DAYS 
 5% 30 DAYS NET 31 DAYS 
ROI 
 
 210254-RFP--01-
01 
Percentage of Sale or Lease Price 
R.O.I. 
Properties [Ad]      
2.50%   
1 
  
each 
  
2.50%   
$0.00 
  
  This is for the 
following 
sale/lease 
price:<br /> 
<br /> 
$0-
$3,000,000 
 210254-RFP--01-
02 
Percentage of Sale or Lease Price 
R.O.I. 
Properties [Ad]      
2.00%   
1 
  
each 
  
2.00%   
$0.00 
  
  This is for the 
following 
sale/lease 
price:<br /> 
<br /> 
$3,000,001-
$25,000,000 
Page 24 of 28

SERIAL 210254-RFP 
 
 210254-RFP--01-
03 
Percentage of Sale or Lease Price 
R.O.I. 
Properties [Ad]      
0.75%   
1 
  
each 
  
0.75%   
$0.00 
  
  This is for the 
following 
sale/lease 
price:<br /> 
<br /> 
$25,000,001
+ 
 210254-RFP--01-
04 
Hourly rate for work outside 
contract 
R.O.I. 
Properties [Ad]      
$100.00 
  
1 
  
hour 
  
$100.00 
  
$0.00 
  
  Hourly rate 
for out of 
scope 
services as 
needed 
 
 
 
 
 
Page 25 of 28

SERIAL 210254-RFP 
 
EXHIBIT B-SCOPE OF WORK 
 
1.1. 
CONTRACTOR REQUIREMENTS 
 
1.1.1. 
Contractor shall be responsible for performing the following tasks. This is not an 
all-inclusive list. Tasks include but are not limited to:  
 
1.1.1.1. 
Perform market analysis. 
 
1.1.1.2. 
Obtain executed purchase agreements in accordance to the form and 
content as directed by the County. 
 
1.1.1.3. 
Advise the County and its staff in matters regarding, but not limited to, 
the lease, acquisition, disposition, request for proposals, letters of 
intent,, offers, claims, counteroffers, discussions, and issues pertaining 
to the purchase/sale/lease of the assigned property(ies). 
 
1.1.1.4. 
Coordinate and attend closings scheduled on purchases/sales by the 
County.  
 
1.1.1.5. 
Attend meetings and/or public hearings with County staff, their agents, 
County officials, property owners, and other parties involved in the 
project, at either the request of the County or as part of the contractor’s 
work effort.  
 
1.1.1.6. 
Assist the County with efforts of obtaining plans, right-of-way maps, title 
searches, title commitments, owner’s title policies, appraisals, 
acquisition and/or eminent domain use in a project. 
 
1.1.1.7. 
Provide marketing materials for all properties upon request 
 
1.1.1.8. 
Provide other real property services requested by the County to plan, 
implement, negotiate, purchase, sell, lease and acquire the property 
assigned by the County  
 
1.1.1.9. 
Maintain professional courtesy in all contacts with property owners. 
 
1.1.1.10. Provide the County with the original and/or copy of all documents 
produced as a result of the work assigned, if requested. 
 
1.1.1.11. 
Provide all necessary real estate services required by County in 
compliance with Arizona Revised Statutes and all local, state, and 
Federal regulations. 
 
1.1.1.12. 
Contractor shall be responsible for representing the County in property 
acquisition, disposition, , exchange, leasing and other related services 
as required and directed. 
 
1.1.2. 
Contractor shall not represent nor have any business relationship with anyone else 
involved in any transactions. 
 
1.2. 
CONTRACTOR QUALIFICATIONS 
 
1.2.1. 
Contractor shall have the following minimum qualifications: 
 
1.2.1.1. 
Shall have an active Arizona Brokers License in good standing, with no 
significant disciplinary action.  
 
1.2.1.2. 
Shall have an office located within the Phoenix metropolitan area. 
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SERIAL 210254-RFP 
 
 
1.2.1.3. 
Firm shall have a minimum of five years documented experience in the 
commercial real estate market in the Phoenix metropolitan area 
including office, warehouse, clinical space, parking, and land 
transactions of a complex nature. 
 
1.2.1.4. 
Firm shall have experience in negotiating wide ranges of new leases 
(from 3,000 square feet up to 100,000 square feet), lease renewals, 
lease consolidations, multi-tenant/agency leases, lease auditing, and 
lease-to-own. 
 
1.2.1.5. 
Firm shall have relevant land acquisition transactions, including 
assemblage of multiple parcels. 
 
1.2.1.6. 
Firm shall have experience in tenant representation including 
representing tenants and buyers in land transactions including 
assemblage of multiple parcels. 
 
1.2.1.7. 
Firm shall have experience with government agencies. 
 
 
 
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Maricopa County  
Real Estate Department 
 
 REQUEST FOR PUBLIC AUCTION AND BROKER REGISTRATION  
 
 
Assessor Parcel No:  
 
 
 
 
Address/Location: 
 
 
 
 
 
 
Agency Parcel No: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
I formally request to initiate the sales/auction process for the above-mentioned County/District owned property. I am 
submitting along with this form a cashier’s check for the Fee Reimbursement Deposit in the amount of $5,000.00, which 
will be applied towards the Fee Reimbursement charges (appraisal and title report costs) required prior to auction.  By 
signing this form, I hereby agree to the disposition of this Fee Reimbursement Deposit as outlined below and intend on 
being the minimum bidder at public auction. In addition, I understand and agree to the terms and conditions of the auction 
and sale processes as outlined in the public record.  
 
NOTE: THIS REQUEST FOR PUBLIC AUCTION IS SUBJECT TO PUBLIC RECORD 
 
Disposition of Fee Reimbursement Deposit: 
 
x 
If I am the successful bidder at the auction, I understand I am still responsible for the full appraisal cost and 
one-half the cost of the title report. I will be credited with any overpayment of my Fee Reimbursement Deposit 
towards the actual purchase price.  
 
x 
If I am not the successful bidder at the auction, my entire Fee Reimbursement Deposit will be refunded. The 
processing of such a refund may take several weeks to complete.  
 
x 
If I choose not to meet the minimum bid and there are no other bids at the auction, I will forfeit the Fee 
Reimbursement Deposit and will be responsible for any underpayment of the appraisal and title report costs.  
 
 
PROSPECTIVE BIDDER: 
 
Printed Name:  
 
 
 
 
 
Address: 
 
 
 
 
 
 
 
Signature: 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
Date: 
 
 
 
 
 
 
 
Phone:  
 
 
 
 
 
 
 
 
 
Business Name: 
 
 
 
 
 
Email:  
 
 
 
 
 
 
 
 
BROKER INFORMATION (Must attach AAR Real Estate Agency Disclosure and Election Form) 
 
Broker Name:  
 
 
 
 
 
Company Name: 
 
 
 
 
 
 
Telephone: 
 
 
 
 
 
 
Address: 
 
 
 
 
 
 
 
Email:  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FOR INTERNAL USE ONLY 
†MCDOT †FCDMC 
    Agent:  
 
 
BOS/BOD EXCESS APPROVAL †Y †N 
    RFC †Y †N Date:  
 
 
Meeting Date: 
 
 
 
 
 
 
 
Agenda No:  
 
 
                              
EXHIBIT "B"
Page 28 of 28