200217-CONTRACT-SOUTHWEST HAZARD.PDF

CONTRACT ENVIRONMENTAL SERVICES 200217-ITN

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

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CONTRACT TERM

1.4 This contract is for a term of two years, beginning on the 21" day of October 2020 and
ending the 31°! day of October 2022.

OPTION TO RENEW

The County may, at its option and with the concurrence of the Contractor, renew the term of this
contract up to a maximum of four additional year(s), (or at the County’s sole discretion, extend the
contract on a month-to-month basis for a maximum of six months after expiration). The Contractor
shall be notified in writing by the Office of Procurement Services of the County's intention to renew
the contract term at least 60 calendar days prior to the expiration of the original contract term.

CONTRACT COMPLETION

In preparation for contract completion, the Contractor shall make all reasonable efforts for an
orderly transition of its duties and responsibilities to another provider and/or to the County. This

may include, but is not limited to, preparation of a transition plan and cooperation with the County

or other providers in the transition. The transition includes the transfer of all records and other data
in the possession, custody, or control of the Contractor that are required to be provided to the
County either by the terms of this agreement or as a matter of law. The provisions of this clause
shall survive the expiration or termination of this agreement.

PRICE ADJUSTMENTS

Any requests for reasonable price adjustments must be submitted 60 calendar days prior to
contract expiration. Requesis for adjustment in cost of labor and/or materials must be supported
by appropriate documentation. The reasonableness of the request will be determined by comparing
the request with the Consumer Price Index or by performing a market survey. If County agrees to
the adjusted price terms, County shall issue written approval of the change and provide an updated
version of the contract. The new change shall not be in effect until the date stipulated on the
updated version of the contract.

PAYMENTS

5.1 As consideration for performance of the duties described herein, County shall pay
Contractor the sum(s) stated in Exhibit D— Pricing Sheet.

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Payment shall be made upon the County's receipt of a properly completed invoice.
5.3 INVOICES
5.3.1. The contractor shall submit one legible copy of their detailed invoice before

payment(s) will be made. Incompiete invoices will not be processed. At a
minimum, the invoice must provide the following information:

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. 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

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

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

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

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

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

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

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

lf required by the County department, the contractor shall:

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

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

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

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

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

Stand-By Time

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

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

Final Payment

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

Payment will only be made to the contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an Electronic Funds
Transfer (EFT) process. After contract award, the Contractor shall complete the
Vendor Registration Form accessible from the County Department of Finance
Vendor Registration Web Site — https://www.maricopa.gov/5169/Vendor-
Information.

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

EFT payments to the routing and account numbers designated by the contractor
shall include the details on the specific invoices that the payment covers. The
contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.

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

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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:/Awww.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds overpayment
of a project due to tax consideration that was not due, the Contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.

5.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State,
and local taxes applicable to their operation and any persons employed by the
Contractor, Contractor shall, and require all subcontractors to, hold Maricopa
County harmless from any responsibility for taxes, damages, and interest, if
applicable, contributions required under Federal and/or State and local laws and
regulations, and any other costs including: transaction privilege taxes,
unemployment compensation insurance, Social Security, and workers’
compensation. Contractor may be required to establish, to the satisfaction of
County, that any and all fees and taxes due to the City or the State of Arizona for
any license or transaction privilege taxes, use taxes, or similar excise taxes are
currently paid (except for matters under legal protest).

AVAILABILITY OF FUNDS

6.1 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.

STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)

The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful
respondent under this solicitation, a member of SAVE may access a contract resulting from a
solicitation issued by the County. If you do not want to grant such access to a member of SAVE,
state so in your bid. In the absence of a statement to the contrary, the County will assume that you
do wish to grant access to any contract that may result from this bid. The County assumes no
responsibility for any purchases by using entities.

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

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rules, processes, and procedures. Certain governmental agencies may not require an ICPA and
may utilize this contract if it meets their individual requirements. Other governmental agencies may
enter into a separate Statement of Work with the Contractor to meet their own requirements, The
County is not a party to any uses of this contract by other governmental entities.

DUTIES

9.4 The Contractor shall perform all duties stated in Exhibit B - Scope of Work, or as otherwise
directed in writing by the procurement officer.

9,2 During the contract term, County may provide Contractor's personnel with adequate
workspace for consultants and such other related facilities as may be required by
Contractor to carry out its contractual obligations.

TERMS AND CONDITIONS

10.1. INDEMNIFICATION

10.1.1

10.1.2

10.1.3

10.1.4

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, caurt 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.

Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shail 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.

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.

The scope of this indemnification does not extend to the sole negligence of County.

10.2 INSURANCE

40.2.4

10.2.2

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.

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.

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In the event that the insurance required is written on a claims-made hasis,
Sontractor 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 periad will be exercised for a period of
two years beginning at the time work under this contract is completed.

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

Any failure to comply with the claim reporting provisions of the insurance
policies or any breach of an insurance policy warranty shall not affect the
County’s right to coverage afforded under the insurance policies.

The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such
policies. Contractor shall be solely responsible for the deductible and/or self-
insured retention and County, at its option, may require Contractor to secure
payment of such deductibles or self-insured retentions by a surety bond or an
irrevocable and unconditional letter of credit.

The insurance policies required by this contraci, except Workers’
Compensation and Errors and Omissions, shall name County, its agents,
representatives, officers, directors, officials, and employees as additional
insureds.

The policies required hereunder, except Workers’ Compensation and Errors
and Omissions, shail contain a waiver of transfer of rights of recovery
(subrogation) against County, its agents, representatives, officers, directors,
officials, and employees for any claims arising out of Contractor's work or
service.

if available, the insurance policies required by this contract may be combined
with Commercial Umbrella Insurance policies to meet the minimum limit
requirements. If a Commercial Umbrella insurance policy is utilized to meet
insurance requirements, the Certificate of Insurance shall indicate which lines
the Commercial Umbrella Insurance covers.

10.2.9.1 Commercial General Liability

Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella Insurance with a limit of not less than
$2,000,000 for each occurrence, $4,000,000 Products/Completed
Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for premises liability, bodily
injury, broad form property damage, personal injury, products and
completed operations and blanket contractual coverage, and shall
not contain any provisions which would serve to limit third party
action over claims. There shall be no endorsement or
modifications of the CGL. limiting the scope of coverage for liability
arising from explosion, collapse, or underground property
damage.

10.2.9.2 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

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an

Contractor's owned, hired, and non-owned vehicles assigned to
or used in performance of the Contractor’s work or services or use
or maintenance of the premises under this contract.

Workers’ Compensation

10.2.9.3.4 Workers’ campensation 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 ihan
$4,000,000 for each accident, $4,000,000
disease for each employee, and $1,000,000
disease policy limit.

10.2.9.3.2 Contractor, its subcontractors, and sub-
subcontractors waive all rights against this
contract and its agents, officers, directors, and
employees for recovery of damages to the extent
these damages are covered by the workers’
compensation and Employer's Liability or
Commercial Umbrella Liability — insurance
obtained by Contractor, its subcontractors, and its
sub-subcontractors pursuant to this contract.

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
$2,000,060 for each claim.

Certificates of Insurance:

10.2.10.1

10.2.10.2

40.2.10.3

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 Conitractor’s insurer(s), as evidence that
policies providing the required coverage, conditions and fimits
required by this contract are in full force and effect. Such
certificates shall identify this contract number and title.

tn 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.

lf 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.

Cancellation and Expiration Notice:

Applicable to all insurance policies required within the insurance requirements of
this contract, Contractor's insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without 30 days
prior written notice to Maricopa County. Contractor must provide to Maricopa
County, within two business days of receipt, if they receive notice of a policy that

has been or will be suspended, canceled, materially changed for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed, or hand delivered to
460 S. 4" Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted
in the solicitation.

70.3 BOND REQUIREMENT

10.3.1

10.3.2

10.3.3

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

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

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

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

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

10.4. FORCE MAJEURE

10.4.1

10.4.2

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

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.

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10.4.3 The party asserting Force Majeure as a cause for non-performance shail have
the burden of praving that reasonable steps were taken to minimize delay o1
damages caused by foreseeable events, that all non-excused obligations were
substantially fulfilled, and that the other parly was timely notified of the
likelihood or actual occurrence which would justify such an assertion, so that
other prudent precautions could be contemplated.

ORDERING AUTHORITY

Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.

PROCUREMENT CARD ORDERING CAPABILITY

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

NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION

This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and docurnentation have been approved.

PURCHASE ORDERS

10.8.1 County reserves the right to cancel purchase orders within a reasonable period
of time after issuance. Should a purchase order be canceled, the County
agrees to reimburse the Contractor for actual and documentable costs
incurred by the Contractor in response to the purchase order. The County will
not reimburse the Contractor for any costs incurred after receipt of County
notice of cancellation, or for lost profits, or for shipment of product prior to
issuance of purchase order.

10.8.2 Contractor agrees to accept verbal notification of cancellation of purchase
orders from the County procurement officer with written notification to follow.
Contractor specifically acknowledges to be bound by this cancellation policy.

BACKGROUND CHECK

Respondents may be required to pass multiple background checks (e.g. Sheriffs Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to,
but is not limited to, the company, subcontractors, and employees, and the failure to pass
these checks shall deem the respondent non-responsible.

SUSPENSION OF WORK

The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance

_ would have heen so suspended, delayed, or interrupted by any other cause, including the

fault or negligence of the Contractor. No request for adjustment under this clause shail be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.

STOP WORK ORDER

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SERIALH 200217-1TN

The procurement officer may, al any lime, 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 shail
have agreed, the procurement officer shall either:

10.11.1.1 cancel the stop work order; or

10.11.1.2 terminate the work covered by the order as provided in the
Termination for Default or the Termination for Convenience clause
of this contract.

10.14.1.3 The procurement officer may make an equitable adjustment in the
delivery schedule and/or contract price, and the contract shail be
modified, in writing, accordingly, if the Contractor dernonstrates
that the stop work order resulted in an increase in costs to the
Contractor

TERMINATION FOR CONVENIENCE

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

TERMINATION FOR DEFAULT

10.13.14

10.13.2

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

10.13.4.4 deliver the supplies or to perform the services within the time
specified in this contract or any extension,

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

10.13.1.3 perform any of the other provisions of this contract.

The County’s right to terminate this contract under these subparagraphs may
be exercised if the Contractor does not cure such failure within 10 business
days (or more if authorized in writing by the County) after receipt of a Notice
to Cure from the procurement officer specifying the failure.

PERFORMANCE

It shall be the Contractor's responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the
Contractor fails fo perform, and any price differential will be charged against the Contractor.

CONTRACTOR EMPLOYEE MANAGEMENT

10.15.14

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

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10.15.6

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

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

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

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

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

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

WARRANTY OF SERVICES

10.17.4

(0.17.2

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.

In addition to its other remedies, County may, at the Contractor's expense,
require prompt correction of any services failing to meet the Contractor's
warranty herein. Services corrected by the Contractor shall be subject to all
the provisions of this contract in the manner and to the same extent as services
originally furnished hereunder,

INSPECTION OF SERVICES

10.18.1

10.18.2

10.18.3

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.

County has the right to inspect and test all services called for by the contract,
to the extent practicable at all times and piaces during the term of the contract.
County shall perform inspections and tests in a manner that will not unduly
delay the work.

tf any of the services do not conform to contract requirements, County may
require the Contractor to perform the services again in conformity with contract
requirements, at no cost to the County. When the defects in services cannot
be corrected by re-performance, County may:

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

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

10.19

10.20

40.21

10.23

SERIALH 200217417TN

10.184 lf the Contractor fails to promptly perform the services again ar to take the
necessary action to ensure future performance in conformity with contract
requirements, County may:

10.18.4.1 by contract or otherwise, perform the services and charge to the
Contractor, through direct billing or through payment reduction,
any cost incurred by County that is directly related to the
performance of such service; or

10.18.4.2 terminate the contract for default.
USAGE REPORT

The Contractor shall furnish the County a usage report, upon request, delineating the
acquisition activity governed by the contract. The format of the report shall be approved by
the County and shall disclose the quantity and dollar value of each contract item by
individual unit of measure.

STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST

Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract
without penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the County is at any time, while the contract or any extension of the
contract is in effect, an employee or agent of any other party to the contract in any capacity
or consultant to any other party of the contract with respect to the subject matter of the
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating the contract on behalf of the County from any other party to
the contract arising as the result of the contract.

OFFSET FOR DAMAGES

In addition to all other remedies at Law or Equity, the County may offset from any money
due to the Contractor any amounts Contractor owes to the County for damages resulting
from breach or deficiencies in performance of the contract.

SUBCONTRACTING

10.22.4 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.

10.22.2 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
inveiced 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 Conitractor’s invoice.

AMENDMENTS
Ail amendments to this contract shall be in writing and approved/signed by both parties.

Maricapa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.

10.24

10.26

10.27

10.28

10.29

SERIAL# 200277-19N
ARDITIONS/DELETIONS OF REQUIREMENTS

The County reserves the right to add and/or delete materials and services to a contract. If
a service requirement is deleted, payment to the Contractor will be reduced proportionately,
to the amount of service reduced in accordance with the bid price. If additional materials
or services are required from a contract, prices for such additions will be negotiated
between the Contractor and the County.

RIGHTS IN DATA

10.25.14 The County shall have the use of data and reports resulting from a contract
without additional cost or other restriction except as may be established by law
or applicable regulation. Each party shall supply to the other party, upon
request, any available information that is relevant to a contract and to the
performance thereunder.

10.25.2 Data, records, reports, and all other information generated for the County by a
third party as the result of a contract are the property of the County and shall
be provided in a format designated by the County or shall be and remain
accessible to the County into perpetuity.

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

10.26.1 In accordance with Section MC1-374 of the Maricopa County Procurement
Code, the Contractor agrees to retain (physical or digital copies of) all books,
records, accounts, statements, reports, files, and other records and back-up
documentation relevant to this contract for six years after final payment or until
after the resolution of any audit questions, which could be more than six years,
whichever is longest. The County, Federal or State auditors and any other
persons duly authorized by the department shall have full access to and the
right to examine, copy, and make use of, any and all said materials.

10.26.2 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 proviced, the
Contractor shall reimburse Maricopa County for the services not so adequately
supported and documented.

AUDIT DISALLOWANCES

If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the disallowance.
The course of action to address the disallowance shall be at sole discretion of the County,
and may include either an adjustment to future invoices, request for credit, request for a
check, or a deduction from current invoices submitted by the Contractor equal to the
amount of the disallowance, or to require reimbursement forthwith of the disallowed amount
by the Contractor by issuing a check payable to Maricopa County.

STRICT COMPLIANCE

Acceptance by County of a performance that is not in strict compliance with the terms of
the contract shall not be deemed to be a waiver of strict compliance with respect to all other
terms of the contract.

VALIDITY

The invalidity, in whole or in part, of any provision of this contract shall not void or affect
the validity of any other provision of the contract.

10.30

10.31

10.32

10.33

10.34

SERIAL# 200217-ITN
SEVERABILITY

The removal, in whole or in part, of any provision of this contract shall not void or affect the
validity of any other provision of this contract.

RELATIONSHIPS

10.311 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.

70:31.2 The County reserves the right of final approval on proposed staff. Also, upon
request by the County, the Contractor will be required to remove any
employees working on County projects and substitute personnel based on the
discretion of the County within two business days, unless previously approved
by the County.

NON-DISCRIMINATION

Contractor agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09, including flow down of all provisions and requirements to any
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends
Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full
herein. During the performance of this contract, Contractor shall not discriminate against
any employee, client, or any other individual in any way because of that person’s age, race,
creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09
can be downloaded from the Arizona Memory Project at

http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01

If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a
regulation issued pursuant to 50 U.S.C. § 4842.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

10.34.1 The undersigned (authorized official signing on behalf of the Contractor)
certifies to the best of his or her knowledge and belief that the Contractor, its
current officers, and directors:

10.34.1.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded
any contract or grant by any United States department or agency
or any state, or local jurisdiction;

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

10.34.1.2.1 been convicted of fraud or any criminal offense in
connection with obtaining, attempting to obtain, or
as the result of performing a government entity
(Federal, State or local) transaction or contract;
or

10.34.1.2.2 been convicted of violation of any Federal or
State antitrust statutes or conviction for
embezzlement, theft, forgery, bribery, falsification

10.35

10.34.2

10.34.3

SERIAL# 200217-1TN

or destruction of records, making false
statements, or receiving stolen — properly
regarding a government entity transaction or
contract;

10.34.1.3 are not presently indicted or criminally charged by a government
entity (Federal, State or local) with commission of any criminal
offenses in connection with obtaining, attempting to obtain, or as
the result of performing a government entity public (Federal, State
or local) transaction or contract;

10.34.1.4 are not presently facing any civil charges from any governmental
entity regarding obtaining, attempting to obtain, or from performing
any governmental entity contract or other transaction; and

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

If any of the above circumstances described in the paragraph are applicable
to the entity submitting a bid for this requirement, include with your bid an
explanation of the matter including any final resolution.

The Contractor shall include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors or sub-
subcontractors) and in all solicitations for lower tier covered transactions
related to this contract. If this clause is applicable to a subcontractor or sub-
subcontractor, the Contractor shall include the information required by this
clause with their bid.

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

10.35.1

10.35.2

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.

The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this contract to verify
compliance with paragraph 11.35.1 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.

10.36

10.37

10.38

SERIAL# 200277-4TN

CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO

INFORM EMPLOYEES OF WHISTLE

10.36.4

10.36.2

10.36.3

LOWER RIGHTS

The parlies agree that this contract and employees working on this contract
will be subject to the Contractor employee whistleblower protections
established by Title 41 U.S.C. § 4712 and Section 3.808 of the Federal
Acquisition Regulation.

Contractor shall inform its employees in writing, in the predominant language
of the workforce, of employee whistleblower rights and protections under 44
U.S.C. § 4712, as described in Section 3.908 of the Federal Acquisition
Regulation. Documentation of such employee notification must be kept on file
by Contractor and copies provided to County upon request.

Contractor shall insert the substance of this clause, including this paragraph,
in all subcontracts over the simplified acquisition threshold ($250,000 as of
fiscal year 2018).

CONTRACTOR LICENSE REQUIREMENT

40.37.14

10.37.2

The Contractor shall procure all permits, insurance, and licenses, and pay the
charges and fees necessary and incidental to the lawful conduct of his/her
business, and as necessary complete any requirements, by any and all
governmental or non-governmental entities as mandated to maintain
compliance with and remain in good standing. The Contractor shall keep fully
informed of existing and future trade or industry requirements, and Federal,
State, and local laws, ordinances, and regulations which in any manner affect
the fulfillment of a contract and shall comply with the same. Contractor shall
immediately notify both Office of Procurement Services and the department of
any and all changes concerning permits, insurance, or licenses.

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 shall identify which ficense(s), if any, the
Registrar of Contractors requires for performance of the contract.

INFLUENCE

10.38.1

10.38.2

10.38.3

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 MC 1-902.

An attempt to influence includes, but is not limited to:

10.38.2.1. 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.

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

10.39

10.40

10.44

10.42

10.43

SERIAL# 200217-1TN

remedy proviced by the Maricopa County Procurement Code, any remedy in
equity or in the law, or any remedy provided by this contract.

CONFIDENTIAL INFORMATION

40.39.14 Any information obtained in the course of perforrning this contract may include
information that is proprietary or confidential to the County. This provision
establishes the Contractor's obligation regarding such information.

1039.2 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, iis agenis, officers, or
employees, except as required to efficiently perform cuties 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. lf, 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.

10.39.3 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.

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 fo 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.

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.

UNIFORM ADMINISTRATIVE REQUIREMENTS

By entering into this contract, the Contractor agrees to comply with all applicable provisions
of Title 2, Subtitle A, Chapter Il, Part 200—UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.

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.

10.44

10.45

0.46

10.47

10.48

SERIAL# 200217-1TN
PRICES

Contractor warrants that prices extended to County under this contract are no higher than
those paid by any other customer for these or sirnilar services.

ORDER OF PRECEDENCE

In the event of a conflict in ihe provisions of this contract and Contractor's license
agreement, if applicable, the terms of this contract shall prevail.

INCORPORATION OF DOCUMENTS

10.46.41 The following are to be attached to arid made part of this Contract:
10.46.1.14 Exhibit A-3 — Vendor Information and Pricing
10.46.1.2 Exhibit B- General Scope of Work(s)}, Scopes of Work

10.46.1.3 Exhibit © -- Office of Procurement Services Contractor Travel
and Per Diem Policy

10.46.1.4 Exhibit D— Project Offer Requirements
NOTICES
Ail notices given pursuant to the terms of this contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
160 S. 4" Avenue
Phoenix, Arizona 85003-1647
For Contractor:
Southwest Hazard Control, Inc.
Donald Ruggiero
2617 S. 21st Street
Phoenix, AZ 85034
INQUIRIES

10.481 Inquiries concerning information herein must be submitted via BidSync using
the “Questions and Answers” link.

10.48.2 Administrative telephone/email inquiries shall be addressed to:
ANDREA STUPKA, PROCUREMENT OFFICER
TELEPHONE: (602) 506-3504

Andrea.Stupka@maricopa.gov

10.48.3 Inquiries may be submitted by telephone but must be followed up in writing.
No oral communication is binding on Maricopa County.

SERIAL# 200217-ITN

IN WITNESS WHEREOF, this contract is executed on the date set forth above.

CONTRACTOR

DOVAL YS.) i DIVi$0ow mavacer
PRINTED INE AND TITLE

ALID 5.817"sTs bheantt, AD. 8504S

ADDRESS

4/16/2000
DAE

MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:

Randall B. Pennington 09/18/2020

DEPUTY COUNTY ATTORNEY DATE

EXHIBIT A-3
VENDOR INFORMATION ANE PRICING

SERIALS 200217-47N

[COMPANY NAME:

DOING BUSINESS AS (dba)

Southwest Hazard Control, Inc.

MAILING ADDRESS: ~

2617 S. 21st Street, Phoenix, AZ 85034

REMIT TO ADDRESS:

TELPHONE NUMBER:

| 480-517-9040 _

FAX NUMBER:

480-571-9140

WWW ADDRESS:

www.swhaz.com

REPRESENTATIVE NAME:

Donald Ruggiero

REPRESENTATIVE TELEPHONE NUMBER:

_| 602-810-0432

REPRESENTATIVE EMAIL ADDRESS

| druggiero@swhaz.com

WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM ira ne
THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: — i ra
PAYMENT TERMS
w 4% 30 DAYS NET 31 DAYS
1.0 PRICING
Asbestos, Lead-
Based Paint and
SERVICE OFFERED: Mold Abatement
PERSONNEL CLASSIFICATION HOURLY RATE
Asbestos worker Standard $38.00
Asbestos Worker Premium $51.00
Asbestos Supervisor Standard $47.00
Asbestos Supervisor Premium $64.00
Lead worker Standard 38.00
Lead Worker Premium $51.00
Mold worker Standard 38.00
Mold Worker Premium $51.00

1.1 List your company's personnel classifications and corresponding hourly rates for
standard responses and emergency responses (if applicable)

1.2 Laboratory services (if applicable)
Labs: Submit analytical price list
1.3 Training courses (if applicable)

1.4 Other services (if applicable)
1.5 Drilling services (if applicable)

ao

Oo

oO

Cost per foot for drilling. (Please list types of drilling methods available).
Cost per sample. (Please list types of sampling methods available).

Mobilization/Demobilization charges
Other equipment/services, ¢€.g.

Cost + 15%

% OFF CURRENT PRICE LIST
(MUST BE SUBMITTED WITH
ORIGINAL PROPOSAL)

% OFF CURRENT PRICE LIST

% OFF CURRENT PRICE LIST