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SERIAL 240150-S PUBLICATION OF PUBLIC LEGAL NOTICES & ADVERTISING DATE OF LAST REVISION: June 26, 2024 CONTRACT END DATE: June 30, 2025 CONTRACT PERIOD THROUGH JUNE 30, 2025 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for PUBLICATION OF PUBLIC LEGAL NOTICES & ADVERTISING Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on June 26, 2024 (Eff. 07/01/2024). All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. JK/mm Attach Copy to: Office of Procurement Services Juanita Garza, Clerk of the Board Lisa Bernhardt, OPS (Please remove Serial 230167-S from your contract notebooks) SERIAL 240150-S GANNETT MEDIA CORP DBA: GANNETT ARIZONA LOCALIQ, PO BOX 623099, CINCINNATI, OH 45263 COMPANY NAME: Arizona Republic DOING BUSINESS AS (dba): Arizona Republic MAILING ADDRESS: 200 E Van Buren St REMIT TO ADDRESS: PO Box 677595 Dallas, TX 75267-7595 TELEPHONE NUMBER: 8664318665 FAX NUMBER: 200 E Van Buren St WWW ADDRESS: www.azcentral.com REPRESENTATIVE NAME: Tara Hamm REPRESENTATIVE TELEPHONE NUMBER: 866-431-8665 REPRESENTATIVE EMAIL ADDRESS thamm@gannett.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: NET 30 DAYS Legal Advertising, Per Column Inch Title Unit Price Qty UofM Bidder Notes First Insertion $0.84 1 each .06 per line 14 lines per inch Subsequent Insertions $0.84 1 each .06 per line 14 lines per inch Additional Discounts from Base Title Unit Price Qty UofM Bidder Notes Camera-Ready Copy $0.84 1 each NA no additional discounts for cameral ready .06 per line 14 lines per inch Computer Tape Format $0.84 1 each NA no additional discounts for cameral ready .06 per line 14 lines per inch E-MAIL $0.84 1 each NA no additional discounts for cameral ready .06 per line 14 lines per inch Display Advertising for Column Inch Title Unit Price Qty Bidder Notes First Insertion $0.84 1 .06 per line 14 lines per inch Subsequent Insertions(S) $0.84 1 .06 per line 14 lines per inch SERIAL 240150-S GANNETT MEDIA CORP DBA: GANNETT ARIZONA LOCALIQ Print Sizes Title Unit Price Qty UofM Bidder Notes Advertising Column Width $0.84 1 each 1 col 1.53 2 col 3.22 3 col 4.91 4 col 6.61 5 col 8.31 6 col 10 Number of Characters per Printed Line $0.00 1 each Legal approx 36 per printed line Number of Characters per Printed Line $0.00 1 each Legal approx 36 per printed line Discount For Non-Legal Advertising in News Section Title Unit Price Qty UofM Bidder Notes Discount for Non-Legal Advertising in News Section $0.00 1 each NA no discount for non legal Total Cost to Publish Excerpt Based on First Insertion Cost Title Unit Price Qty UofM Description Bidder Notes Exhibit 4 - Notice of Auction of Surplus Land Weekly Publication $14.10 1 each One (1) Insertion Based on .06 per line 232 lines $14.10 Exhibit 5 - Treasurer's Delinquent Tax List Weekly Publication $46.00 1 each One (1) Insertion $46.00 per page Exhibit 6 - Truth in Taxation Hearing-Notice of Tax Increase Weekly Publication $180.00 1 each One (1) Insertion $180 per ad flat rate quarter page in the Arizona Republic Exhibit 7 - Notice of Call for Bid Weekly Publication $5.46 1 each Two (2) Insertions .06 per line x 91 lines $5.46 Exhibit 8 - Public Notice Weekly Publication $4.08 1 each Two (2) Insertions $.06 per line x 68 lines $4.08 Newspaper Subscription Rate for County Departments Title Unit Price Qty UofM Bidder Notes Subscription Rate for All Others $0.00 1 year Up to 5 complimentary subscriptions provided at no charge we can offer up to an additional 10 at a discounted rate SERIAL 240150-S GANNETT MEDIA CORP DBA: GANNETT ARIZONA LOCALIQ PRICING SHEET: NIGP CODE 91571 Terms: NET 30 Vendor Number: VC0000015712 Certificates of Insurance Required Contract Period: To cover the period ending June 30, 2025. SERIAL 240150-S PUBLICATION OF PUBLIC LEGAL NOTICES & ADVERTISING 1.0 INTENT 1.1 Maricopa County (County) is requesting bids from qualified newspapers in order to award a single annual contract for advertising and printing of legal notice or publication, in accordance with Arizona Revised Statutes (A.R.S.) § 11-255. 1.2 Other governmental entities under agreement with County may have access to services provided hereunder (see also Sections 3.10 and 3.11 below). 1.3 The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill set to satisfy the County’s needs or to ensure adequate competition on any project or task order work. 2.0 SPECIFICATIONS 2.1 DEFINITIONS 2.1.1 The term “newspaper” shall mean a publication regularly issued for dissemination of news of a general and public character at stated short intervals of time. Such publication shall be from a known office of publication and shall bear dates of issue and be numbered consecutively. It shall not be designed primarily for advertising, free circulation or circulation at nominal rates, but shall have a bona fide list of paying subscribers. The publication shall be printed and published in Maricopa County, Arizona, for at least one year, and has been admitted to the United States Mail as second-class matter, as set forth and meeting the requirements of A.R.S. Sections §§ 11-255, 39-201, 39-202, 39-203, 39-204, 39-205, 39-221 and 42- 18109. 2.1.2 The term “printing” shall mean reproducing in newspaper-form and style, any legal publication or advertisement requiring public notice. 2.1.3 The term “publishing” shall mean the production and distribution by a newspaper containing public legal notices and/or advertising requiring notice to the general public by the County Board of Supervisors (BOS) or other County departments within the County. It shall also mean the production and posting of the aforementioned legal notices and/or advertising on a website that posts the legal notices of 10 or more Arizona newspapers. 2.2 TECHNICAL REQUIREMENTS 2.2.1 Contractor shall ensure that: 2.2.1.1 The size of type shall be not less than five or more than six-point type, set solid (no leading), whether letterpress, offset, computer tape, or disc format is used. The variance in type size shall not be greater than five percent over or under the specified size range. Continuous wrap for text must be applied in all publication and advertising matter unless otherwise specified. 2.2.1.2 Truth in Taxation and Budget Notices must be printed in a location other than the classified or legal advertising section of the newspaper, in accordance with A.R.S. 42-17107. Online media will not satisfy as a substitute location or alternative for meeting County requirements. The County must be notified of the specific publication location prior to publication date. SERIAL 240150-S 2.2.1.3 A physical, hard copy of a publication shall be provided to the County upon request to maintain records. 2.2.2 Legal notices including those issued by the Clerk of the Board, an elected or appointed department or a Special District, including delinquent tax rolls, the tentative annual budget, and other legal publication and advertising will be furnished to contractor in electronic copy. 2.3 FUNCTIONAL REQUIREMENTS 2.3.1 Contractor shall: 2.3.1.1 Provide printing and/or publishing services for all public legal notices and advertising requiring publication, such as election proclamations, legal notices regarding statutory matters of the BOS and other County departments, resolutions, summons, notices of sale, delinquent tax lists, special notices, call for bids, including call for bids for construction and equipment, and the publishing of all matters as required to be published by the BOS under the laws of the State of Arizona provided to contractor for such printing and/or publishing. 2.3.1.2 Maintain, throughout the term of the contract, a valid affidavit of the publisher that the newspaper complies with the provisions of A.R.S. § 39-201. 2.3.1.3 Accept advertising and legal notices electronically, by fax, or paper copy. 2.3.1.4 Invoice departments individually for requested services within 30 days of publication. 2.3.1.5 Designate an account coordinator to manage and resolve escalated customer service inquiries and issues. 2.3.1.6 Confirm receipt of publication requests by fax or email within two hours of the requests. 2.3.1.7 Provide a sample proof of requested publication items no later than two days prior to publication. Sample proofs for Truth in Taxation notices and all budget publication items shall be provided to the County no later than five days after the requested publication materials are sent by the County. 2.3.1.8 Republish incomplete or incorrect notices resulting from contractor error, in their entirety, in the next publication at no charge to the County. Proof copies shall be provided to the County upon request. 2.3.1.9 Furnish an affidavit of publication, to the using County department, without additional cost, within 10 days of publication, for each legal notice and/or advertisement published. For the delinquent tax list and notice of the tax lien sale, prior to publication, the contractor shall furnish an estimate of cost and a draft of the first page, a sample of subsequent pages, and the final page of the advertisement to the County Treasurer for approval. The contractor shall also furnish the County an affidavit of publication, and record the affidavit, pursuant to A.R.S. § 42-18110(B). 2.3.1.10 Be responsible for the cost of any advertising text published late or after the requested publication deadline when the request for publication was transmitted to the contractor within the specified deadline. SERIAL 240150-S 2.4 BID REQUIREMENTS 2.4.1 With the bid, each respondent shall file an affidavit showing that the newspaper has: 2.4.1.1 been established and published within Maricopa County, Arizona for at least one year prior to filing. 2.4.1.2 been admitted to the United States mail as second-class matter for at least one year. 2.4.2 Respondents shall state, in the bid, the day(s) of the week of publication, press time deadline, and the number of hours prior to press time a copy will be accepted with and without notice. 2.4.3 Respondent shall provide submittal instructions with the bid. 2.4.4 Bids submitted shall be priced on a per-column-inch basis unless otherwise specified. 2.4.5 A separate price per-column-inch shall be bid for advertisements which are to be printed and published display advertising style, in larger than 10-point type. 2.4.6 Bid pricing shall be given for the price for the first insertion of each advertisement, and a separate price for each subsequent publication of the same advertisement, when there is a requirement for multiple publications in subsequent issues of the newspaper. 2.4.7 Excerpts of typical legal information to be published are attached as EXHIBIT 4 - NOTICE OF AUCTION OF SURPLUS LAND through EXHIBIT 8 – SAMPLE OF PUBLIC NOTICE. For comparison of bids, respondents shall state the cost of the attached excerpts based on the charge per column inch submitted. 2.4.8 Each Respondent shall reproduce these in paragraph/column form showing the type and style that will be used in printing and publishing if the respondent is awarded this contract. These reproductions shall be included with respondent’s bid. 3.0 PURCHASING REQUIREMENTS 3.1 SAMPLES Contractor may be requested to furnish samples of material(s) bid to allow for examination by the County. Any materials so requested shall be furnished within 10 working days from the date of request and furnished at no cost to the County and sent to the address designated in the requesting correspondence. Samples become the property of the County upon receipt. 3.2 ACCEPTANCE Upon completion, services shall be deemed accepted and the warranty period shall begin. Successful service delivery shall be defined as a) material(s)/equipment is installed (as necessary) and fully operational; and b) the department has deemed all service/work completed, including but not limited to any inspection, repair, installation, design, development, deployment, operation, and initial training, (as applicable). Additionally, all documentation shall be completed prior to final acceptance. SERIAL 240150-S 3.3 WARRANTY 3.3.1 All services furnished under this contract shall conform to the requirements of this contract. 3.3.2 Service and/or Repair Warranty 3.3.2.1 The warranty shall cover all parts and labor for a period of one year from formal acceptance by the County. Any manufacturer warranty beyond one year shall be passed on to the County. 3.3.2.2 Contractor shall indicate on the price sheet the duration of the warranty and any applicable limitations or conditions which may apply. 3.3.2.3 Contractor agrees that it will, at its own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. Contractor shall guarantee the services to be supplied comply with all applicable regulations. 3.4 USAGE REPORT 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. 3.5 BACKGROUND CHECK Bidders/proposers need to be aware that they may be required to pass multiple background checks (e.g., Sheriff’s Office, County Attorney's Office, Courts, as well as County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, subcontractors, and employees. 3.6 INVOICES AND PAYMENTS 3.6.1 Contractor shall submit one legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information: • Company name, address, and contact information • County bill-to name and contact information • Contract serial number • County purchase order number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (e.g., number of days or weeks) • Contract item number(s) • Arrival time and completion time (if applicable) • Description of purchase (product or services) • Pricing per unit of purchase • Extended price (by line item) • Total amount due 3.6.2 Problems regarding billing or invoicing shall be directed to the department as listed on the purchase order. SERIAL 240150-S 3.6.3 Payment shall only be made to the contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After contract award, the contractor shall complete the Vendor Registration Form accessible through the County Department of Finance Vendor Registration website at https://www.maricopa.gov/5169/Vendor- Information. 3.6.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.6.5 EFT payments to the routing and account numbers designated by the contractor shall include the details on the specific invoices that the payment covers. Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.7 APPLICABLE TAXES 3.7.1 It is the responsibility of the contractor to determine any and all applicable taxes and include those taxes in their proposal. The legal liability to remit the tax is on the entity conducting business in Arizona. Tax is not a determining factor in contract award. 3.7.2 The County will look at the price or offer submitted and will not deduct, add, or alter pricing based on speculation or application of any taxes, nor will the County provide contractor any advice or guidance regarding taxes. If you have questions regarding your tax liability, seek advice from a tax professional prior to submitting your bid. You may also find information at https://www.azdor.gov/Business.aspx. Once your bid is submitted, the offer is valid for the time specified in this solicitation, regardless of mistake or omission of tax liability. If the County finds over payment of a project due to tax consideration that was not due, the contractor will be liable to the County for that amount, and by contracting with the County agrees to remit any overpayments back to the County for miscalculations on taxes included in a bid price. 3.7.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to their operation and any persons employed by the contractor. Contractor shall, and require all subcontractors to, hold the County harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under Federal and/or state and local laws and regulations, and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security, and Workers’ Compensation. Contractor may be required to establish, to the satisfaction of County, that any and all fees and taxes due to the City or the State of Arizona for any license or transaction privilege taxes, use taxes, or similar excise taxes are currently paid (except for matters under legal protest). 3.8 PERFORMANCE It shall be the contractor’s responsibility to meet the proposed performance requirements. The County reserves the right to obtain services on the open market in the event the contractor fails to perform, and any price differential will be charged against the contractor. 3.9 POST AWARD MEETING Contractor may be required to attend a post-award meeting with the department to discuss the terms and conditions of this contract. This meeting will be coordinated by the procurement officer of the contract. SERIAL 240150-S 3.10 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE) The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful respondent under this solicitation, a member of SAVE may access a contract resulting from a solicitation issued by the County. If contractor does not want to grant such access to a member of SAVE, state so in the bid. In the absence of a statement to the contrary, the County will assume that contractor does wish to grant access to any contract that may result from this bid. The County assumes no responsibility for any purchases by using entities. 3.11 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs) County currently holds ICPAs with numerous governmental entities. These agreements allow those entities, with the approval of the contractor, to purchase their requirements under the terms and conditions of the County contract. It is the responsibility of the non- County government entity to perform its own due diligence on the acceptability of the contract under its applicable procurement rules, processes, and procedures. Certain governmental agencies may not require an ICPA and may utilize this contract if it meets their individual requirements. Other governmental agencies may enter into a separate Statement of Work with the contractor to meet their own requirements. The County is not a party to any uses of this contract by other governmental entities. 4.0 CONTRACTUAL TERMS & CONDITIONS 4.1 CONTRACT TERM This Invitation for Bids is for awarding a firm, fixed price purchasing contract to cover a term of one year. 4.2 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. 4.3 PRICE ADJUSTMENTS 4.3.1 Any requests for reasonable price adjustments must be submitted 60 calendar days prior to the contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County will issue written approval of the change and provide an updated version of the contract. The new change shall not be in effect until the date stipulated on the updated version of the contract. 4.4 INDEMNIFICATION 4.4.1 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 SERIAL 240150-S from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from, the negligent acts, errors, omissions, or mistakes relating to the performance of this contract. 4.4.2 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. 4.4.3 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this section. 4.4.4 The scope of this indemnification does not extend to the sole negligence of County. 4.5 INSURANCE 4.5.1 Contractor, at contractor’s own expense, shall purchase and maintain, at a minimum, the herein stipulated insurance from a company or companies duly licensed by the State of Arizona and possessing an AM Best, Inc. category rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 4.5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this contract. 4.5.3 In the event that the insurance required is written on a claims-made basis, contractor warrants that any retroactive date under the policy shall precede the effective date of this contract and either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two years beginning at the time work under this contract is completed. 4.5.4 Contractor’s insurance will be primary insurance as respects County, and any insurance or self-insurance maintained by County will not contribute to it. 4.5.5 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 4.5.6 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. SERIAL 240150-S 4.5.7 The insurance policies required by this contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials, and employees as additional insureds. 4.5.8 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. 4.5.9 If available, the insurance policies required by this contract may be combined with Commercial Umbrella Insurance policies to meet the minimum limit requirements. If a Commercial Umbrella insurance policy is utilized to meet insurance requirements, the Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance covers. 4.5.9.1 Commercial General Liability Commercial General Liability (CGL) insurance with a limit of not less than $1,000,000 for each occurrence, $2,000,000 Products/Completed Operations Aggregate, and $2,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third-party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 4.5.9.2 Workers’ Compensation 4.5.9.2.1 Workers’ Compensation insurance to cover obligations imposed by Federal and state statutes having jurisdiction of contractor’s employees engaged in the performance of the work or services under this contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 4.5.9.2.2 Contractor, its subcontractors, and sub-subcontractors waive all rights against this contract and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or Commercial Umbrella Liability insurance obtained by contractor, its subcontractors, and its sub-subcontractors pursuant to this contract. 4.5.9.3 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 $500,000 for each claim. 4.5.9.4 Certificates of Insurance 4.5.9.4.1 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), SERIAL 240150-S as evidence that policies providing the required coverage, conditions, and limits required by this contract are in full force and effect. Such certificates shall identify this contract number and title. 4.5.9.4.2 In the event any insurance policy(ies) required by this contract is (are) written on a claims-made basis, coverage shall extend for two years past completion and acceptance of contractor’s work or services and as evidenced by annual Certificates of Insurance. 4.5.9.4.3 If a policy does expire during the life of the contract, a renewal certificate must be sent to County 15 calendar days prior to the expiration date. 4.5.9.5 Cancellation and Expiration Notice Applicable to all insurance policies required within the insurance requirements of this contract, contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without 30 calendar days prior written notice to Maricopa County. Contractor must provide notice to Maricopa County, within two business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 301 W. Jefferson St. Suite 700, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation. 4.6 FORCE MAJEURE 4.6.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this contract, if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes include, but are not limited to, acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or failure of electricity or telecommunication service, and pandemic. 4.6.2 Each as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 4.6.3 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. SERIAL 240150-S 4.7 ORDERING AUTHORITY Any request for purchase shall be accompanied by a valid purchase order issued by a County department or directed by a Certified Agency Procurement Aid (CAPA) with a purchase card for payment. 4.8 AVAILABILITY OF FUNDS 4.8.1 The provisions of this contract relating to payment shall become effective when funds assigned for the purpose of compensating the contractor as herein provided are actually available to County for disbursement. The County will be the sole judge and authority in determining the availability of funds under this contract. County will keep the contractor fully informed as to the availability of funds. 4.8.2 If any action is taken by any state agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this contract. In the event of termination, County will be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this contract. County will give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance. 4.9 PROCUREMENT CARD ORDERING CAPABILITY County may opt to use a procurement card (VISA or Mastercard) to make payment for orders under this contract. 4.10 INTERNET ORDERING CAPABILITY It is the intent of Maricopa County to use the Internet to communicate and to place orders under this contract. 4.11 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION This contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this contract when the County identifies a need and proper authorization and documentation have been approved. 4.12 PURCHASE ORDERS 4.12.1 County reserves the right to cancel purchase orders within a reasonable period of time after issuance. Should a purchase order be canceled, the County agrees to reimburse the contractor for actual and documentable costs incurred by the contractor in response to the purchase order. The County will not reimburse the contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, or for shipment of product prior to issuance of purchase order. 4.12.2 Contractor agrees to accept verbal notification of cancellation of purchase orders from the County with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy. 4.13 SUSPENSION OF WORK The procurement officer may order the contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the procurement officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance SERIAL 240150-S would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. 4.14 STOP WORK ORDER 4.14.1 The procurement officer may, at any time, by written order to the contractor, require the contractor to stop all, or any part, of the work called for by this contract for a period of 90 calendar days after the order is delivered to the contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop work order is delivered to the contractor, or within any extension of that period to which the parties shall have agreed, the procurement officer shall either: 4.14.2 cancel the stop work order; or 4.14.3 terminate the work covered by the order as provided in the Termination for Default or the Termination for Convenience clause of this contract. 4.14.4 The procurement officer may make an equitable adjustment in the delivery schedule and/or contract price, and the contract shall be modified, in writing, accordingly, if the contractor demonstrates that the stop work order resulted in an increase in costs to the contractor. 4.15 TERMINATION FOR CONVENIENCE Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the contractor. 4.16 TERMINATION FOR DEFAULT 4.16.1 The County may, by written Notice of Default to the contractor, terminate this contract in whole or in part if the contractor fails to: 4.16.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension; 4.16.1.2 make progress, so as to endanger performance of this contract; or 4.16.1.3 perform any of the other provisions of this contract. 4.16.2 The County’s right to terminate this contract under these subparagraphs may be exercised if the contractor does not cure such failure within 10 business days (or more if authorized in writing by the County) after receipt of a Notice to Cure from the procurement officer specifying the failure. 4.17 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that, pursuant to Arizona Revised Statute (A.R.S.) § 38-511, the County may cancel any contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County is at any time, while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or consultant to any other party of the contract with SERIAL 240150-S respect to the subject matter of the contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County from any other party to the contract arising as the result of the contract. 4.18 OFFSET FOR DAMAGES In addition to all other remedies at Law or Equity, the County may offset from any money due to the contractor any amounts contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 4.19 SUBCONTRACTING 4.19.1 Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the bid serial number and identify the job or project. 4.19.2 The subcontractor’s rate for the job shall not exceed that of the prime contractor’s rate, as bid in the pricing section, unless the prime contractor is willing to absorb any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime contractor, who in turn shall pass-through the costs to the County, without mark- up. A copy of the subcontractor’s invoice must accompany the prime contractor’s invoice. 4.20 AMENDMENTS All amendments to this contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 4.21 ADDITIONS/DELETIONS OF SERVICES The County reserves the right to add and/or delete services to a contract. If additional services are required from a contract, prices for such additions will be negotiated between the contractor and the County. 4.22 RIGHTS IN DATA 4.22.1 The County shall have the use of data and reports resulting from a contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a contract and to the performance thereunder. 4.22.2 Data, records, reports, and all other information generated for the County by a third party as the result of a contract are the property of the County and shall be provided in a format designated by the County or shall be and remain accessible to the County into perpetuity. 4.23 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 4.23.1 In accordance with section MC1-372 of the Maricopa County Procurement Code, the contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract for six years after final payment or until after the resolution of any audit questions which could be more than six years, whichever is latest. The County, Federal or state auditors and any other persons duly authorized by the SERIAL 240150-S department shall have full access to and the right to examine, copy, and make use of, any and all said materials. 4.23.2 If the contractor’s books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract are not sufficient to support and document that requested services were provided, the contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 4.24 AUDIT DISALLOWANCES If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check, or a deduction from current invoices submitted by the contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the contractor by issuing a check payable to Maricopa County. 4.25 STRICT COMPLIANCE Acceptance by County of a performance that is not in strict compliance with the terms of the contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the contract. 4.26 VALIDITY The invalidity, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of the contract. 4.27 SEVERABILITY The removal, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of this contract. 4.28 RELATIONSHIPS 4.28.1 In the performance of the services described herein, the contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co- employee, partnership, principal and agent, or joint venture between the County and the contractor. 4.28.2 The County reserves the right of final approval on proposed staff. Also, upon request by the County, the contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 4.29 NON-DISCRIMINATION Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, contractor shall not discriminate against any employee, client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf). SERIAL 240150-S 4.30 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 4.31 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 4.31.1 The undersigned (authorized official signing on behalf of the contractor) certifies to the best of his or her knowledge and belief that the contractor, its current officers, and directors: 4.31.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States department or agency or any state, or local jurisdiction; 4.31.1.2 have not within a three-year period preceding this contract: 4.31.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, state or local) transaction or contract; 4.31.1.2.2 been convicted of violation of any Federal or state antitrust statutes or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 4.31.1.3 are not presently indicted or criminally charged by a government entity (Federal, state or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, state or local) transaction or contract; 4.31.1.4 are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and 4.31.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, state or local) terminated for cause or default. 4.31.2 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 4.31.3 Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e., transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this contract. If this clause is applicable to a subcontractor, the contractor shall include the information required by this clause with their bid. SERIAL 240150-S 4.32 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 4.32.1 By entering into the contract, the contractor warrants compliance with the Immigration and Nationality Act (INA using E-Verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. § 23-214(A). Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the procurement officer upon request. These warranties shall remain in effect through the term of the contract. Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the contract and verify employee compliance using the E-Verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at www.uscis.gov. 4.32.2 The County retains the legal right to inspect documents of contractor and subcontractor employees performing work under this contract to verify compliance with paragraph 4.32.1 of this section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract for default, and suspension and/or debarment of the contractor. All costs necessary to verify compliance are the responsibility of the contractor. 4.33 CONTRACTOR LICENSE REQUIREMENT 4.33.1 Contractor shall procure all permits, insurance, and licenses, and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any requirements, by any and all governmental or non- governmental entities as mandated to maintain compliance with and remain in good standing. Contractor shall keep fully informed of existing and future trade or industry requirements, and Federal, state, and local laws, ordinances, and regulations which in any manner affect the fulfillment of a contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses. 4.33.2 Contractor furnishing finished products, materials, or articles of merchandise that will require installation or attachment as part of the contract shall possess any licenses required. Contractor is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the contract. Contractors are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing requirements for a particular contract. Contractor shall identify which license(s), if any, the Registrar of Contractors requires for performance of the contract. 4.34 INFLUENCE 4.34.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct, may be grounds for disbarment or suspension under MC1-902. SERIAL 240150-S 4.34.2 An attempt to influence includes, but is not limited to: 4.34.2.1 A person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy that is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. 4.34.3 If a person attempts to influence any employee or agent of Maricopa County, the chief procurement officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 4.34.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS. 4.35 CONFIDENTIALITY In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a bid to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge, or disseminate to any third-party persons or entities, any information that is disclosed to it by the County during the course of these discussions without the express written authorization of the County. If the offeror does disclose County proprietary or confidential information to a third-party in preparing a response to this solicitation, it shall require the third-party to acknowledge and comply with this provision. 4.36 CONFIDENTIAL INFORMATION 4.36.1 Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the contractor’s obligation regarding such information. 4.36.2 Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the contract. Contractor’s procedures and controls, at a minimum, must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the contract, the County determines that the procedures and controls in place are not adequate, the contractor shall institute any new and/or additional measures requested by the County within 15 business days of the written request to do so. 4.36.3 Any requests to the contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. SERIAL 240150-S 4.37 PUBLIC RECORDS Under Arizona law, all offers submitted and opened are public records and must be retained by the records manager at the Maricopa County Office of Procurement Services. Offers shall be open to public inspection and copying after contract award and execution, except for such offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an offeror believes that information in its offer or any resulting contract should not be released in response to a public record request, under Arizona law, the offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The records manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 4.38 INTEGRATION This contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, expressed, or implied. 4.39 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this contract, the contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 4.40 GOVERNING LAW This contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix, Arizona. 4.41 FORCED LABOR 4.41.1 By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions. 4.41.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use: 4.41.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 4.41.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 4.41.2.3 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 4.41.3 If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date SERIAL 240150-S occurs before the end the 180-day period, the agreement terminates on the agreement termination date. 4.42 CONTRACT DISPUTES All Contract disputes will be handled in accordance with the Maricopa County Procurement Code, MCI-906