15-CONTRACT-MARZANO RESOURCES-SIGNED.PDF

CONTRACT EDUCATIONAL CONSULTING SERVICES,

SCHOOLS 240124-RFP

This contract is entered into this 8" day of May, 2024, by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and Marzano Resources LLC, an Indiana corporation
(‘Contractor’) for educational consulting services (consultant and professional development) for the
Maricopa County School Superintendent's Office (MCSSO). Other County departments may utilize this
contract.

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CONTRACT TERM

This contract is for a term of one year and two months, beginning on the 8th of May, 2024
and ending the 31* of June, 2025.

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 five additional years, (or at the County's sole discretion, extend the
contract on a month-to-month basis for a maximum of six months after expiration). The Contractor
shall be notified in writing by the Office of Procurement Services of the County's intention to renew
the contract term at least 60 calendar days prior to the expiration of the original contract term.

CONTRACT COMPLETION

In preparation for contract completion, the Contractor shall make all reasonable efforts for an
orderly transition of its duties and responsibilities to another provider and/or to the County. This
may include, but is not limited to, preparation of a transition plan and cooperation with the County
or other providers in the transition. The transition includes the transfer of all records and other data
in the possession, custody, or control of the Contractor that are required to be provided to the
County either by the terms of this agreement or as a matter of law. The provisions of this clause
shall survive the expiration or termination of this agreement.

PRICE ADJUSTMENTS

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

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PAYMENTS

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

5.2 Payment shall be made upon the County's receipt of a properly completed invoice.

5.3 INVOICES

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5.3.5

The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a
minimum, the invoice must provide the following information:

Company name, address, and contact information
County bill-to name and contact information
Contract serial number

County purchase order number

Project name and/or number

Invoice number and date

Payment terms

Date of service or delivery

Arrival and Completion Time (if applicable)
Description of purchase (product or services)
Pricing per unit of purchase

Extended price

Mileage with rate (if applicable)

Total amount due

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

Payment shail 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 located on the County Department of Finance Vendor

Registration Web Site (https://www.maricopa.qov/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.

5.4 APPLICABLE TAXES

5.4.1

5.4.2

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.

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.qov/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

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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 ail subcontractors shail 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 municipality 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 contractor does not want to grant such access to a member of
SAVE, state so in contractor's bid. In the absence of a statement to the contrary, the County will
assume that contractor does wish to grant access to any contract that may result from this bid. The
County assumes no responsibility for any purchases by using entities.

INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (CPAs)

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.

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DUTIES

9.1

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

TASK ORDERS

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10.2

The County will award for services for this contract through the Task Order process, and
using the County's e-procurement platform. The County reserves the right to select any
qualified vendor under this contract for Task Orders valued under $25,000 without further
competition, based on the County's needs, as long as the work is clearly defined as a
onetime need and is approved by the Office of Procurement Services (OPS). For service
requirements valued over $25,000, specific details for services needed will be provided
and vendors will be given time to respond to the Task Order with their proposed work plan,
staff, and pricing. The vendor that best meets the need of the County will be awarded the
Task Order.

Award of this contract does not guarantee award of any individual Task Order. The County
is aware that there may be categories of educational consulting services that have not been
included in this solicitation but may be useful to the County. In your proposal, explain such
categories and your firm’s qualifications for such.

TERMS AND CONDITIONS

11.1

INDEMNIFICATION

11.1.1 To the fullest extent permitted by law, and to the extent that claims, damages,
losses, or expenses are not covered and paid by insurance purchased by the
contractor, the contractor shall defend, indemnify, and hold harmless the County
(as Owner), its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses, and expenses (including, but not
limited to attorneys’ fees, court costs, expert witness fees, and the costs and
attorneys’ fees for appellate proceedings) arising out of, or alleged to have resulted
from, the negligent acts, errors, omissions, or mistakes of the contractor, a
subcontractor, anyone directly or indirectly employed by them, or anyone for
whose acts they may be liable relating to the performance of this contract.

11.1.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, omissions, or mistakes in the performance of this contract, but only to
the extent caused by the negligent acts or omissions of the contractor, a
subcontractor, anyone directiy 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.

11.1.3. The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.

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

INSURANCE

11.2.1 Contractor, at Contractor's own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly

licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be

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

In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this contract is completed.

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

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

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

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

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

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

11.2.9.1 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
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11.2.9.2 Automobile Liability

Commercial/Business Automobile Liability insurance with a combined
single limit for bodily injury and property damage of not less than
$2,000,000 each occurrence with respect to any of the Contractor's
owned, hired, and non-owned vehicles assigned to or used in
performance of the Contractor's work or services or use of maintenance
of the premises under this contract.

11.2.9.3 Workers’ Compensation

11.2.9.3.1 Workers’ compensation insurance to cover obligations
imposed by Federal and State statutes having jurisdiction of
Contractor's employees engaged in the performance of the
work or services under this contract; and Employer's
Liability insurance of not less than $1,000,000 for each
accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.

11.2.9.3.2 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.

11.2.9.4 Errors and Omissions/Professional Liability Insurance

Errors and Omissions (Professional Liability) insurance which will insure
and provide coverage for errors or omissions or professional liability of
the contractor, with limits of no less than $2,000,000 for each claim.

11.2.10 Certificates of Insurance

11,2.10.1 Prior to contract award, Contractor shall furnish the County with valid
and complete Certificates of Insurance, or formal endorsements as
required by the contract in the form provided by the County, issued by
Contractor's insurer(s), as evidence that policies providing the required
coverage, conditions and limits required by this contract are in full force
and effect. Such certificates shall identify this contract number and title.

11,2.10.2 In the event any insurance policy{ies) required by this contract is (are)
written on a claims-made basis, coverage shall extend for two years past
completion and acceptance of Contractor's work or services and as
evidenced by annual certificates of insurance.

41.2.10.3 Ifa 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.

11.2.10.4 Certificates of Insurance shall identify Maricopa County as the certificate
holder as follows:

Maricopa County

c/o Risk Management

301 W Jefferson St, Suite 910
Phoenix, AZ 85003

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11.2.11 Cancellation and Expiration Notice

Applicable to all insurance policies required within the insurance requirements of
this contract, Contractor's insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without 30 days
prior written notice to Maricopa County. Contractor must provide to Maricopa
County, within two business days of receipt, if they receive notice of a policy that
has been or will be suspended, canceled, materially changed for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed, or hand delivered to
301 W. Jefferson, Suite 700, Phoenix, AZ 85003, or emailed to the procurement
officer noted in the solicitation.

FORCE MAJEURE

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11.3.3

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.

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.

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

ORDERING AUTHORITY

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

NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION

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

PURCHASE ORDERS

11.6.1

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

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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.

11.6.2 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. Sheriff's Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to,
but is not limited to, the company, subcontractors, and employees, and the failure to pass
these checks shall deem the respondent non-responsible.

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 shail be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the Contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.

STOP WORK ORDER

11.9.1 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:

11.9.1.1 cancel the stop work order; or

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

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

11.10 TERMINATION FOR CONVENIENCE

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

TERMINATION FOR DEFAULT

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

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

11.11.1.2 make progress, so as to endanger performance of this contract; or
11.11.1.3 perform any of the other provisions of this contract.

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

PERFORMANCE

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

CONTRACTOR EMPLOYEE MANAGEMENT

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

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

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

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

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

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

TRAINING

Contractor shall provide training services, as needed, to completely train County personnel.
All training shall take place on-site in Maricopa County, unless otherwise negotiated with
County.

WARRANTY OF SERVICES

11.15.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the contract, including all descriptions, specifications, and
attachments made a part of this contract. County's acceptance of services or
goods provided by the Contractor shall not relieve the Contractor from its
obligations under this warranty.

11.15.2 In addition to its other remedies, County may, at the Contractor's expense,
tequire 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.

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INSPECTION OF SERVICES

11.16.1 The Contractor shall provide and maintain an inspection system acceptable to
County covering the services under this contract. Complete records of ail
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.

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

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

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

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

11.16.4 If the Contractor fails to promptly perform the services again or to take the
necessary action to ensure future performance in conformity with contract
requirements, County may:

11.16.4.1 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

11.16.4.2 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.

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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

11.20.1 The Contractor may not assign to another Contractor or subcontract to another
party for performance of the terms and conditions hereof without the written
consent of the County. All correspondence authorizing subcontracting must
reference the bid serial number and identify the job or project.

11.20.2 The subcontractors rate for the job shall not exceed that of the prime
Contractor's rate, as bid in the pricing section, unless the prime Contractor is
willing to absorb any higher rates. The subcontractor's invoice shall be invoiced
directly to the prime Contractor, who in turn shall pass-through the costs to the
County, without mark-up. A copy of the subcontractor's invoice must accompany
the prime Contractor's invoice.

AMENOMENTS

All amendments to this contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.

ADDITIONS/DELETIONS OF REQUIREMENTS

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

RIGHTS IN DATA

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

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

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

11.24.1 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 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.

11.25

11.26

11.27

11.28

11.29

11.30

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11.24.2 If the Contractor's books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this contract are not sufficient to
support and document that requested services were provided, the Contractor
shall reimburse Maricopa County for the services not so adequately supported
and documented.

AUDIT DISALLOWANCES

!f 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.

SEVERABILITY

The removal, in whole or in part, of any provision of this contract shall nat void or affect the
validity of any other provision of this contract.

RELATIONSHIPS

11.29.1 In the performance of the services described herein, the Contractor shall act
solely as an independent Contractor, and nothing herein or implied herein shalt
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.

11.29.2 The County reserves the right of final approval on proposed staff. Also, upon
request by the County, the Contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of
the County within two business days, unless a different time period was
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 viewed at https://apps.azsos.qov/public_services/reqister/2009/46/qovernor.pd

11.31

11.32

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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

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

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

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

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

11.32,1.2.2 been convicted of violation of any Federal or State
antitrust statutes or conviction for embezzlement,
theft, forgery, bribery, falsification or destruction of
records, making false statements, or receiving stolen
property regarding a government entity transaction or
contract;

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

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

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

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

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

SERIAL# 240124-RFP

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

11.33.1

11.33.2

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 11.33.1 of this section. Contractor and subcontractor shall be given
reasonable notice of the County's intent to inspect and shall make the documents
available at the time and date specified. Should the County suspect or find that the
Contractor or any of its subcontractors are not in compliance, the County will
consider this a material breach of the contract and may pursue any and all
remedies allowed by law, including, but not limited to: suspension of work,
termination of the contract for default, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor,

11.34 Contractor EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM
EMPLOYEES OF WHISTLEBLOWER RIGHTS

11.35

11.34.1

11.34.2

11.34.3

The parties 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 3.908 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 41 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

11.35.1

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

11.36

11.37

11.38

SERIAL# 240124-RFP
INFLUENCE

11.36.1 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 MC 1-902.

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

11.36.2.1 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.

11.36.3 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.

CONFIDENTIAL INFORMATION

11.37.1 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.

11.37.22 The Contractor shall establish and maintain procedures and controls that are
adequate to assure that no information contained in its records and/or obtained
from the County or from others in carrying out its functions (services) under the
contract shall be used by or disclosed by it, its agents, officers, or employees,
except as required to efficiently perform duties under the contract. The
Contractor's procedures and controls, at a minimum, must be the same
procedures and controls it uses to protect its own proprietary or confidential
information. If, at any time during the duration of the contract, the County
determines that the procedures and controls in place are not adequate, the
Contractor shall institute any new and/or additional measures requested by the
County within 15 business days of the written request to do so.

11.37.3 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 iaw, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
be open to public inspection and copying after contract award and execution, except for
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.

11.39

11.40

11.41

11.42

11.43

11.44

SERIAL# 240124-RFP
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.

FORCED LABOR

11.42.1 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.

11.42.2 Contractor certifies that it does not currently, and agrees for the duration of the
contract, that it will not use:

11.42.2.1. The forced labor of ethnic Uyghurs in the People’s Republic of
China.

11.42.22 Any goods or services produced by the forced labor of ethnic
Uyghurs in the People's Republic of China.

11.42.2.3 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 Peopte’s Republic of China.

11.42.3 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 occurs before the end the 180 day period, the agreement
terminates on the agreement termination date.

PRICES

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

ORDER OF PRECEDENCE

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

11.45

11.46

11.47

11.48

11.49

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UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT
REGISTRATION

All contractors that receive funding must have a UEl number through
https://sam.gov/content/entity-registration. Contractor must also remain current with the
System for Award Management www.sam.gov throughout the term of the contract.

RELIGIOUS ACTIVITIES

The contractor agrees that costs, planned or claimed, including costs incurred, shall not
include any expense for any religious activity.

POLITICAL ACTIVITY PROHIBITED

None of the funds, materials, property, or services contributed by the County or the
contractor under the agreement shall be used in the performance of this agreement for any
partisan political activity, or to further the election or defeat of any candidate for public
office.

EQUAL EMPLOYMENT OPPORTUNITY

11.48.14 The contractor shail not discriminate against any employee or applicant for
employment because of race, age, disability, color, religion, sex, or national
origin. The contractor shall take affirmative action to ensure applicants are
employed and that employees are treated during employment without regard to
their race, age, disability, color, religion, sex, or national origin. Such action shall
include but is not limited to the following: employment, upgrading, demotion or
transfer, recruitment, or recruitment advertising, lay-off or termination, rates of
pay or other forms of compensation, and selection for training, including
apprenticeship.

11.48.2 Contractor shall comply with the following provisions:

11.48.2.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42
U.S.C. §§ 2000a, et seq.);

11.48.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et
seq.);

11.48.2.3 The Age Discrimination in Employment Act of 1967, as amended
(29U.S.C. §§ 621, et seq.);

11.48.2.4 The Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101,
et seq.); and Arizona Executive Order 2009-09, as amended, et seq.
which mandates that all persons shall have equal access to
employment opportunities.

11.48.2.5 Contractor understands that the United States has the right to seek
judicial enforcement of this assurance.

CERTIFICATION REGARDING LOBBYING
11.49.1 Contractor certifies, to the best of their knowledge and belief, that:

11.49.1.1 No federal appropriated funds have been paid or will be paid, by or
on behaif of the contractor, to any person for influencing or
attempting to influence an officer or employee of any agency. This
applies to a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection

11.50

11.51

11.52

11.53

SERIAL# 240124-RFP

with the awarding of any federal contract, the making of any federal
grant. Including the making of any federal, loan the entering into of
any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any federal contract, grant,
Joan, or cooperative agreement.

11.49.2 _ If any funds other than federal appropriated funds, have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, member of Congress, an officer or employee of Congress, or an
employee of a member of Congress in connection with this federal contract,
grant, loan, or cooperative agreement, the undersigned shall complete and
submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in
accordance with its instructions.

11.49.3 Contractor shall include Lobbying Certification language in the award documents
for all subcontractors (including sub-grants, and contract under grants, loans,
and cooperative agreements) and that all sub-recipients shall certify and
disclose accordingly.

11.49.3.1 The Lobbying Certification is a material representation of fact upon
which reliance was placed when this transaction is made or entered
into. Submission of this certification is prerequisite for making or
entering into this transaction imposed by section 1352, Title 31, U.S.
Code. Any successful proposer(s) who fail to file the required

certification shall be subject to a civil penalty of not less than
$10,000.00 and not more than $100,000.00 for each such failure.

CLEAN AIR ACT & CLEAN WATER ACT

Contractor must comply with all applicable standards, orders, or requirements issued under
section 306 of the Clean Air Act (42 U.S.C. 7606), section 508 of the Clean Water Act (33
U.S.C. 1368) Executive Order 11738, and Environmentai Protection Agency regulations.
ENERGY POLICY AND CONSERVATION ACT

Contractor must adhere to the standards and policies relating to energy efficiency, which
are contained in the State energy conservation plan issued in compliance with the Energy
Policy and Conservation Act (Pub. L. 94-163, 89 Stat.871).

CONTRACT DISPUTES

All Contract disputes will be handled in accordance with the Maricopa County Procurement
Code, MCI-906.

INCORPORATION OF DOCUMENTS

11.53.1 The following are to be attached to and made part of this Contract:
11.53.1.1 EXHIBIT A - VENDOR INFORMATION AND PRICING
11.53.1.2 EXHIBIT B - SCOPE OF WORK

11.53.1.3 EXHIBIT C - OFFICE OF PROCUREMENT SERVICES
CONTRACTOR TRAVEL AND PER DIEM POLICY

11.54

11.55

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NOTICES
All notices given pursuant to the terms of this contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
301 W. Jefferson St. Suite 700
Phoenix, Arizona 85003-1647
For Contractor:
Marzano Resources LLC
555 N. Morton Street
Bloomington, Indiana, 47404
INQUIRIES
11.55.1 Inquiries concerning information herein must be submitted prior to the question

deadline date/time posted in the e-procurement platform, Periscope S2G, using

the link in the “Q&A” tab.
11.55.2 Administrative telephone/email inquiries shall be addressed to:

ELIZABETH KUTTNER, PROCUREMENT OFFICER

TELEPHONE: (602) 506-0099
elizabeth.kuttner@maricopa.gov

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

SERIAL# 240124-RFP

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

CONTRACTOR

Tole whl 1 LPO
AUTHORIZED SIGNATURE
Tony Toohill
PRINTED NAME AND TITLE
555 N. Morton Street, Bloomington, Indiana, 47404
ADDRESS
§/1/2024
DATE

MARICOPA COUNTY

CHAIRMAN, BOARD OF SUPERVISORS DATE

ATTESTED:

CLERK OF THE BOARD DATE

APPROVED AS TO FORM:

DEPUTY COUNTY ATTORNEY DATE