Exhibit A - Pinal County

Contract 234128ROQ Page 3 
 
Contract 234128ROQ 
JOC Asphalt Maintenance and Repair Services 
 
THIS CONTRACT is entered into by and between Pinal County, (County), whose primary address is 31 N. Pinal St., Bldg. 
A., Florence, AZ 85132 and Cactus Asphalt, A Division of Cactus Transport, Inc., (Contractor), whose primary address is 
8211 W. Sherman St., Tolleson, AZ  85353.   
 
1. CONTRACT TERM.  The resultant contract term will commence on June 27, 2023, and will continue for one (1) year 
unless canceled, terminated, renewed, or permissibly extended.  The County has no obligation to extend or renew 
the contract past the initial term. 
 
2. CONTRACT EXTENSION.  The County shall have the sole option to extend the term of this contract up to a maximum 
of four (4) additional one-year terms, or at the County’s sole discretion, extend the contract on a month to month 
basis for a maximum of nine (9) months after expiration.  
 
3. CONTRACT TYPE.   
 
Firm-Fixed Lump Sum Price.  The firm-fixed lump sum price is the amount or amounts shown or scheduled as such in 
the requested Pricing Document for each job order, each of which will be Contractor’s complete and total 
compensation for carrying out the relevant portion of the work that it covers; and will not be subject to any 
adjustment on the basis of Contractor’s cost experienced in performing under the contract. 
 
Except as expressly stated otherwise in the solicitation, Contractor is deemed to have allowed in each firm-fixed 
lump sum price correct and sufficient amounts to cover all its obligations under or arising from the contract, at law, 
or otherwise, and to have allowed the necessary resources to enable it to carry out the relevant portion of the work 
that it covers within any time for performance specified in the Scope of Work. 
 
Contractor will visit those physical locations where the priced work is to be carried out for each job order and to 
understand and account for local conditions that might affect the work, and will review, verify, and interpret for 
itself the necessary documents and information relevant to access, communications, climactic conditions, likelihood 
or risk of damage to adjacent property and occupants, possibility of interference by persons other than the County, 
and any necessary interfaces with others. 
 
4. PRICING 
 
4.1 
Most Favored Customer Pricing. 
Contractor warrants that, for the term of the contract, the prices, rates, discounts, terms, and benefits set 
out in the proposal, including any subsequent agreed upon amendment to it, will be equal to or better than 
the lowest prices, best rates, largest discounts, and most favorable terms and benefits, both separately and 
in combination, at which Contractor sells equivalent items.  If Contractor provides more favorable pricing, 
rates, discounts, terms and benefits to any customer, it shall immediately apply all such pricing, rates, 
discounts, terms and benefits to pending County purchase orders and offer such pricing, rates, discounts, 
terms and benefits for all future purchases made by the County.

Contract 234128ROQ Page 4 
 
4.2 
All-Inclusive Pricing. 
Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work and 
all aspects of Contractor’s proposal as accepted by the County. Details of service not explicitly stated in the 
Scope of Work or in Contractor’s proposal, but necessarily a part of, are deemed to be understood by 
Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and 
profit and any other costs toward the accomplishment of the requirements in the contract are included in 
the pricing provided. 
 
4.3 
Price Reductions and Sales Promotions. 
Price reductions may be submitted to or requested by the County for consideration at any time during the 
life of the contract. Promotions or reductions to sell existing inventory/stock and to include special 
manufacturer assistance are allowable. 
 
4.4 
Price Increase. 
The Procurement Officer may review a fully documented request for a rate increase only after the contract 
has been in effect for two (2) years.  Any requested rate increase(s) shall be based on an unmitigatable cost 
increase to the Contractor that was clearly unpredictable at the time of the offer and is directly correlated to 
the cost of the goods or services contractually covered.  
 
Any request for rate increase will only be considered at the time of a contract extension and must be 
submitted ninety (90) days prior to the adjustment.  Any request for rate increase shall be a factor in the 
extension review process and if approved, be implemented by a formal contract change order.  The County 
will have the right to request and receive additional information, statistics, financial records etc., and to 
direct the content, form, and format of presentation as it deems necessary to validate the Contractor's 
request for a rate adjustment.  Failure to respond to the County's request within the time frames specified 
will nullify the Contractor’s request.  The County will determine whether the requested rate increase or 
alternate option is in its best interest and adjustments will be subject to availability of monies appropriated, 
if applicable.  
 
4.5 
Delivery. 
Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all freight 
delivery and unloading at the destination. 
 
4.6 
Change Orders. 
In the event the County requires any change(s) to the Scope of Work and the Contractor anticipates that the 
project’s approved price may be exceeded as a result of the change, the Contractor shall submit a revised 
project cost estimate to the requesting department.   
 
The Contractor shall not exceed an approved project’s price without prior written approval by the 
requesting department.  If prior approval is not received, the Contractor may be subject to sanctions.  The 
revised project price proposal shall include the following: 
 
a. Changes and/or adjustments caused by the County’s change to the Scope of Work for the project, 
including any adjustments to timeframes for completion of the project.

Contract 234128ROQ Page 5 
 
b. An all-inclusive project price estimate, supported by a detailed cost breakdown to include all costs 
required to complete the project, as changed by the County. 
 
5. TIME OF COMPLETION.  Contractor covenants and agrees at its own proper cost and expense, to complete all work 
for the construction of assigned Job Orders and to completely construct the same and provide the services therein, 
as called for by this agreement free and clear of all claims, liens and charges whatsoever, in the manner and under 
the conditions specified within the time, or times, stated in the Job Order. 
 
6. INVOICING AND PAYMENTS. 
 
6.1  
Invoices.   
The Contractor shall submit detailed, itemized monthly invoices before payment(s) can be made. Incomplete 
invoices will not be processed.   All invoices shall reflect the contracted prices or rates for goods or services 
as described in the Scope of Work.  At a minimum, the invoice must provide the following information: 
 
a. Company name, address and contact 
b. County bill-to name and contact information 
c. Contract Number 
d. County purchase order number 
e. Invoice number and date 
f. Payment terms 
g. Itemized cost as outlined in the Job Order Proposal 
 
Problems regarding billing or invoicing shall be directed to the using department as listed on the Purchase 
Order.  All invoices must be submitted to the following e-mail or postal address:  
 
financeinvoices@pinal.gov 
Pinal County Finance Department 
Attn:  Accounts Payable 
PO Box 1348 
Florence, AZ  85132 
 
6.2 
Job Order Cost Proposal Structure.  For each Job Order, the Contractor shall prepare a Job Order Cost 
Proposal with the sufficient level of cost detail as required by the County.  Cost detail may include, but is not 
limited to: schedule of values, work schedule, direct labor cost and fringe benefits, direct material costs 
(supported by quotes), cost of subcontractors (supported by quotes), and allowable indirect costs (includes 
insurance).  The Contractor shall utilize the markups established in the JOC Bid Table to calculate the 
overhead and profit for all Job Order Cost Proposals, unless otherwise requested by the County.   Profit on 
subcontractors/subconsultants shall not exceed five (5) percent. 
 
6.3 
Progress Payments.  Should an individual Job Order require more than thirty (30) days to complete, the 
County shall make progress payments monthly as the Work proceeds, or at more frequent intervals as 
determined by the County, on estimates of Work completed submitted by the Contractor and approved by 
the County.  Contractor shall use an acceptable invoice from and shall include supporting documents to 
reflect a breakdown of the total price showing the amount included therein for each principal category of

Contract 234128ROQ Page 6 
 
the Work, in such detail as requested, to provide a basis for determining progress payments.  In the 
estimation of Work completed, the County will authorize payment for material delivered on the site and 
preparatory work done if Contractor furnishes satisfactory evidence that it has acquired title to such 
material and that the material will be used to perform the Work. 
 
6.4 
Owner’s Property.  All material and work covered by progress payments made shall, at the time of payment, 
become the sole property of the County.  But this provision shall not be construed as: 
a. Relieving the Contractor from the sole responsibility for all material and Work upon which payments 
have been made or the restoration of any damaged Work; or 
b. Waiving the right of the County to require the fulfillment of all the terms of the Contract. 
 
6.5 
Approval and Certification.  An estimate of the Work submitted shall be deemed approved and certified for 
payment after seven days from the date of submission unless before that time the County or the County’s 
agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the 
Work that are not approved for payment under this contract.  The County may withhold an amount form 
the progress payment sufficient to pay the expenses the County reasonably expects to incur in correcting 
the deficiency set forth in the written finding.  The progress payment shall be paid on or before thirty days 
after the estimate of the Work is certified and approved.  The estimate of the Work shall be deemed 
received by the County on submission to any person designated by the County for the submission, review or 
approval of the estimate of Work. 
 
6.6 
Price Adjustment for Bituminous Materials. The "initial cost" of asphalt cement, liquid asphalt and 
emulsified asphalt will be the quarterly cost determined by the Arizona Department of Transportation 
(ADOT) based on selling prices of asphalt and all materials published by the ADOT. 
 
The bituminous material "initial cost" price is issued each month in memorandum form by ADOT's Contract 
and Specifications Section of the Intermodal Transportation Division under "Price Adjustment for 
Bituminous Material" title. The price is the arithmetic average of the high and low selling prices for asphalt 
cement shown for the previous quarter in the ADOT escalator. 
 
This price will be deemed to be the "initial cost" for bituminous material of all types, grades, etc., on projects 
on which bids are opened during the following month.   This price may be obtained from the ADOT website: 
https://azdot.gov/business/contracts-and-specifications/bituminous-and-fuel-price-adjustment  
 
For each item of bituminous material for which there is a specific pay item, an adjustment in compensation 
will be made for either an increase or decrease in the price of asphalt cement as shown in the ADOT 
memorandum, current for the date of use of the material, as compared to the "initial cost". 
 
Adjustments in compensation for emulsified asphalt will be made for the bituminous material prior to 
dilution. 
 
The tons of bituminous materials which are paid for on an invoice basis to which the adjustment will be 
applicable are the tons which have been delivered to the project and subsequently incorporated into the 
work. The adjustment will be applicable on the date of use of the bituminous material.

Contract 234128ROQ Page 7 
 
Price Adjustment for Bituminous Materials shall include an adjustment for the actual change in cost of 
premiums on required payment and performance  bonds, the actual change in cost of premiums for 
property damage and/or public liability insurance, and the change in sales tax (identified in Section 109.2.3) 
liability incurred as a result of the price adjustment for bituminous materials. The Contractor shall provide 
documentation to determine the adjustment for the actual change in cost of premiums on required 
payment and performance bonds, property damage and/or public liability insurance, and sales tax. 
 
No additional compensation will be made for any additional or increased charges, costs, expenses, etc., 
which the Contractor may have incurred since the time of the Price proposal submittal which may be the 
result of any increase in the "initial cost" of bituminous material. 
 
The Price Adjustment  for  Bituminous  Materials  will  be  made  in  the  next  regular  payment following 
actual use or application of the  bituminous  material  and  may  cause  an increase  or decrease in 
payments.  Quarterly billing shall be identified as: 
Quarter 1; July - September, released end of June 
Quarter 2; October -December, released end of September 
Quarter 3; January - March, released end of December 
Quarter 4; April - June, released end of March 
 
6.7 
Unpaid Amounts.  The County shall pay all unpaid amounts due the Contractor under this Contract within 
thirty (30) days after; 
a. Completion and acceptance of the Work; 
b. Presentation of a properly executed invoice; 
c. Presentation of a fully executed Certificate of Performance provided by the County; or  
d. Consent of Contractor’s surety, if any. 
 
6.8 
No Invoice Without Authorization.  Contractor shall not seek payment for any: 
 
a. Charges or fees not delineated in the contract. 
b. Materials or services that have not been authorized on a purchase order. 
c. Expediting, overtime, premiums, or upcharges absent the County’s express prior approval. 
d. Materials or services that are the subject of a contract amendment or change order that has not been 
fully signed.   
 
6.9 
Timeliness of Invoice.  By A.R.S. § 11-622, all invoices must be submitted to the County within six (6) months 
after service or product is received.  Failure to submit an invoice within this period of time will result in non-
payment.  
 
6.10 
Payments.  No payment shall be issued prior to receipt of acceptable goods and/or services and a correct 
invoice.  The County shall make every effort to process payment for acceptable goods or services within 
thirty (30) calendar days after receipt of said items/services and a correct invoice.   
 
6.11 
Payments Only to Contractor.  Unless compelled otherwise by operation of law or order of a court of 
competent jurisdiction, the County will only make payment to Contractor under the federal tax identifier 
indicated on the accepted offer.

Contract 234128ROQ Page 8 
 
6.12 
Payments to Subcontractors.  Contractor shall make payment of all undisputed amounts due to 
Subcontractors, as applicable to their services, within thirty (30) days of receipt of funds from the County. 
 
6.13 
Availability of Funds.  By A.R.S. § 35-154, every County payment obligation under the contract is conditioned 
on the availability of funds appropriated for payment of that obligation. If funds are not appropriated and 
available for continuance of the contract, the County may terminate the contract at the end of the period 
for which funds are available, or, at County's discretion, allow appropriate amendment to the contract. No 
liability will accrue to County if it exercises the foregoing right or discretion, and County will have no 
obligation or liability for any future payments or for any damages as a result of having exercised it. 
 
7. ARIZONA LAW.  This contract shall be governed by the law of the State of Arizona and suits pertaining to this 
contract shall be brought only in the Pinal County Superior Court, Florence, Arizona. 
 
8. IMPLIED LAW.  Each provision of law and any terms required by law to be in this contract are a part of this contract 
as if fully stated herein. 
 
9. PUBLIC RECORD. This contract is a public record and must be retained by the County for a minimum of six (6) years.  
All contracts are open to public inspection after contract award, except for any portions determined to be 
confidential by the County. 
 
10. CONTRACT ORDER OF PRECEDENCE.  All of the documents forming the contract are complementary. If certain work, 
requirements, obligations, or duties are set out only in one but not in another, Contractor shall carry out the work as 
though the relevant work, requirements, obligations, or duties had been fully described on all, consistent with the 
other documents forming the contract and as is reasonably inferable from them as being necessary to produce 
complete results. In case of any inconsistency, conflict, or ambiguity among the documents forming the contract and 
their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, 
provided that, among categories of documents or provisions having the same rank, the document or provision with 
the latest date prevails. Information being identified in one document but not in another is not to be considered a 
conflict or inconsistency. 
 
a. Written Contract Amendments 
b. Contract 
c. Contract Exhibit(s) A (i.e. Contracted Scope of Work) 
d. Contract Exhibit(s) B (i.e. Contract Pricing Documents) 
e. Contract Exhibit(s) C (i.e. Responder’s Proposal Documents) 
f. Other Contract Exhibits 
g. Orders, in reverse chronological order 
 
11. RELATIONSHIP OF THE PARTIES.  The Contractor under this contract is an independent Contractor and shall act in an 
independent capacity in performance under the contract.  Neither party is or is to be construed as being an 
employee or agent of the other party, and no action, inaction, event, or circumstance will be grounds for deeming it 
to be so.

Contract 234128ROQ Page 9 
 
12. SEVERABILITY.  Any term or condition deemed or adjusted illegal or invalid is thereby stricken from the contract and 
shall not affect any other term or condition of the contract. 
 
13. NO PAROLE EVIDENCE.  The contract, including any documents incorporated into the contact by reference, is 
intended by the parties as a final and complete expression of their agreement.  There are no prior, 
contemporaneous, or additional agreements, either oral or in writing, pertaining to the contract. 
 
14. NO WAIVER.  Either party’s failure to insist on strict performance of any term or condition of the contract is not, or 
will it be deemed to be, a waiver of that term or condition or a bar to, or diminished right of, enforcement of any 
term or condition.  
 
15. CONTRACT ADMINISTRATION AND OPERATION. 
 
15.1 
Notices and Correspondence.  Notices required by this Contract shall be made to the following addresses:  
 
County 
Contractor 
Name: Lorina Gillette 
Name: Jeff Abram  
Address: PO Box 1348 
Florence, AZ  85132 
Address: 8211 W. Sherman St. 
Tolleson, AZ  85353 
Title: Procurement Officer 
Title: Director Sales/Estimating/Project Mgmt 
Email: Purchasing@Pinal.gov  
Email: jabram@cactusasphalt.com  
 
 
An authorized County representative and an authorized Contractor representative may change their 
respective person to whom notice shall be given by written notice to the other and an amendment to the 
contract shall not be necessary. 
 
15.2 
Click-Through Terms and Conditions.  If either party uses a web based ordering system, an electronic 
purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any 
software based ordering system with respect to the contract (each an “Electronic Ordering System”), the 
parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and 
Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of the 
County do not have any actual or apparent authority to create legally binding obligations that vary from the 
terms and conditions of the contract. Accordingly, where an authorized County user is required to “click 
through” or otherwise accept or be made subject to any terms and conditions in using an Electronic 
Ordering Systems, any such terms and conditions are deemed void upon presentation. Additionally, where 
an authorized County user is required to accept or be made subject to any terms and conditions in accessing 
or employing any materials or services, those terms and conditions will also be void. 
 
15.3 
Books and Records.  Per A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each 
Subcontractor to retain books and records relating for any cost and pricing data submitted in satisfaction of 
§ 41-2543 for the period specified in the statute and those retained books and records are subject to audit 
by the County during that period. Per A.R.S. § 41-2548(B), Contractor shall retain and shall contractually 
require each Subcontractor to retain books and records relating to performance under the contract for the

Contract 234128ROQ Page 10 
 
period specified in the statute and those retained books and records are subject to audit by the County 
during that period. Accordingly, Contractor or Subcontractor shall either make all such books and records 
available to the County at all reasonable times or produce the records at a designated County office on the 
County’s demand, the choice of which being at the County’s discretion. For the purpose of this paragraph, 
“reasonable times” are during normal business hours and in such a manner so as to not unreasonably 
interfere with normal business activities. 
 
15.4 
Contractor Licenses.  Contractor and Subcontractor(s) shall maintain in current status all federal, state, and 
local licenses and permits required for the operation of its business in general, for its operations under the 
contract, and if required by this contract, the work itself. 
 
15.5 
Inspection and Testing.  Per A.R.S. § 41-2547, the County may at reasonable times inspect the part of 
Contractor’s or Subcontractors’ plant(s) or places of business related to performance under the contract. 
Accordingly, Contractor agrees to permit (for itself) and ensure (for Subcontractors) access for inspection at 
any reasonable time to its facilities, processes, and services.  The County may inspect or test, at its own cost, 
any finished goods, work-in-progress, components, or unfinished materials that are be supplied under the 
contract or that will be incorporated into something to be supplied under the contract. If the inspection or 
testing shows non-conformance or defects, the Contractor will owe the County reimbursement or payment 
of all costs it incurred in carrying out or contracting for the inspection and testing, as well as for any re-
inspection or re-testing that might be necessary. Neither inspection of facilities nor testing of goods, work, 
components, or unfinished materials will of itself constitute acceptance by the County of those things. 
 
15.6 
Acceptance of Work.   
 
a. Materials. The County has the right to make acceptance of materials subject to a complete inspection on 
delivery and installation, if installation is Contractor’s responsibility. The County may apply as 
acceptance criteria conformity to the contract, workmanship and quality, whether the constituent 
materials used are correct, and any other matter for which the contract or applicable laws state a 
requirement, whether stated directly or by reference to another document, standard, reference 
specification, etc. Contractor shall remove any rejected materials from the delivery location, or from any 
immediate locations to which it might have been reasonably necessary to move it, then inspect it, carry 
it off the delivery premises, and subsequently deliver an equal number or quantity of conforming items. 
The County will not owe Contractor any payment for rejected materials, and the County may, at its 
discretion, withhold or make partial payment for any rejected materials that have been returned to 
Contractor in those instances where the County has agreed to permit repair instead of demanding 
replacement. 
 
b. Services. The County has the right to make acceptance of services subject to acceptance criteria. The 
County may apply as acceptance criteria conformity to the contract, accuracy, completeness, or other 
indicators of quality, or any other matter for which the contract or law states a requirement, whether 
stated directly or by reference to another document, standard, reference specification, etc. The County 
will not owe Contractor any payment for un-accepted services; and the County may, at its discretion,

Contract 234128ROQ Page 11 
 
withhold or make partial payment for any rejected services if Contractor is still in the process of re-
performing or otherwise curing the grounds for the County’s rejection. 
 
15.7 
Ownership of Intellectual Property.   
 
a. Rights in Work Product.  Unless otherwise noted in the terms and conditions of this contract, all 
intellectual property originated or prepared by Contractor pursuant to the contract, including but not 
limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, 
technical communications, records reports, computer programs and other documentation or 
improvements thereto, including Contractor’s administrative communications and records relating to 
the contract, shall be considered work product and shall be the exclusive property of Contractor, 
provided that County has Government Purpose Rights to that work product as and when it was 
delivered to County. 
 
(1) “Government Purpose Rights” are: (i) the unlimited, perpetual, irrevocable, royalty free, non-
exclusive, worldwide right to use, modify, reproduce, release, perform, display, sublicense, disclose 
and create derivatives from that work product without restriction for any activity in which the 
County is a party; (ii) the right to release or disclose that work product to third parties for any 
County purpose; and (iii) the right to authorize those to whom it rightfully releases or discloses that 
work product to use, modify, release, create derivative works from the work product for any County 
purpose; such recipients being understood to include the federal government, the state 
government, and various local governments. 
 
(2) “Government Purpose Rights” do not include any right to use, modify, reproduce, perform, release, 
display, create derivative works from, or disclose that work product for any commercial purpose or 
to authorize others to do so. 
 
b. Joint Developments. The parties may each use equally any ideas, concepts, know-how, or techniques 
developed jointly during the course of the contract, and may do so at their respective discretion, 
without obligation of notice or accounting to the other party.   
 
c. Pre-Existing Material. All pre-existing software and other materials developed or otherwise obtained by 
or for Contractor or its affiliates independently of the contract or applicable purchase orders are not 
part of the work product to which rights are granted as stated above, and will remain the exclusive 
property of Contractor, provided that:  
 
(1) Any derivative works of such pre-existing material or elements thereof that are created pursuant to 
the contract are part of that work product; 
 
(2) Any elements of derivative work of such pre-existing material that was not created pursuant to the 
contract are not part of that work product; and

Contract 234128ROQ Page 12 
 
(3) Except as expressly stated otherwise in the contract, nothing in the contract is to be construed to 
interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing materials. 
 
d. Developments Outside of Contract. Unless expressly stated otherwise in the Terms and Conditions, the 
contract does not preclude Contractor from developing competing materials outside the contract, 
irrespective of any similarity to materials delivered or to be delivered to the County hereunder. 
 
15.8 
Subcontracts.  The Contractor shall not enter into any subcontract under this contract for the performance 
of this contract without the advance written notice to the Procurement Officer.  The Contractor shall clearly 
list any proposed subcontractors and the subcontractor’s proposed responsibilities.  It is expressly 
understood that all persons employed by the Contractor, either directly or indirectly, shall be considered 
employees or agents of the Contractor and not the County. Nothing contained in any contract or joint 
venture agreement shall create any contractual relationships between any subcontractor and County, nor 
shall the same create any obligation on the part of the County to pay any subcontractor. The subcontract 
shall incorporate by reference the terms and conditions of this contract. 
 
15.9 
Non-Discrimination.  Contractor shall comply with the State of Arizona Executive Order No. 2009-09 and all 
other applicable federal, state and local laws, rules, and regulations regarding non-discrimination and equal 
opportunity, including the Americans with Disabilities Act. 
 
15.10 E-Verify Requirements.  As required by A.R.S. § 41-4401, Contractor and each subcontractor warrants 
compliance with A.R.S. § 23-214(A) and all federal immigration laws and any regulations relating to the 
immigration status of their employees. Contractor and each subcontractor acknowledge that under A.R.S. § 
41-4401, the County retains the legal right to inspect the papers of any Contractor or subcontractor 
employee who works under the contract to ensure that Contractor or subcontractor is in compliance with 
the foregoing warranty and understands that a breach of the foregoing warranty under shall be deemed a 
material breach of the contract that is subject to penalties up to and including termination of the contract. 
 
15.11 Offshore Performance of Certain Work Prohibited.  Any services that are described in the specifications or 
Scope of Work that directly serve the County or its clients and involve access to secure or sensitive data or 
personal client data shall be performed within the defined territories of the United States. Unless specifically 
stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services, 
redundant back-up services, services performed through remote access to the County network, or services 
that are incidental to the performance of the contract.  This provision applies to work performed by 
Subcontractors at all tiers.  Responders shall declare all anticipated offshore services in the proposal. 
 
15.12 Estimated Quantities.  Unless expressly stated otherwise in the solicitation, the (a) Contractor shall not 
impose any minimum dollar amount, item count, services volume, or services duration on orders; (b) County 
makes no commitment of any kind concerning the quantity or monetary value of activity, work or services 
actually initiated or completed during the term of the contract; (c) Contractor shall only deliver or perform 
as authorized by orders; and (d) County is not limited as to the number of orders it may issue for the 
contract. 
 
15.13 Non-Exclusivity.  This contract is entered into with the understanding and agreement that it is for the sole 
convenience of Pinal County.  The County reserves the right to obtain like materials or services from another

Contract 234128ROQ Page 13 
 
source when necessary without penalty or obligation.  The County reserves the right to make additional 
awards by aggregate, line item, regional area, or any other division of goods and services as determined to 
be in the best interest of the County. 
 
15.14 Additions and Deletions to Contract.  The County reserves the right to add and/or delete goods or services 
to the 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 
are required from a Contract, prices for such additions will be negotiated between the Contractor and the 
County. 
 
15.15 Applicable Taxes.  The Contractor shall be responsible for paying all applicable taxes.  Pinal County is subject 
to all applicable state and local transaction privilege taxes. The County is exempt from certain federal excise 
tax on manufactured goods.  The County will provide the necessary exemption certificates as evidence. 
Transaction privilege taxes apply to the sale and are the responsibility of the seller to remit.  Failure to 
collect such taxes from the buyer does not relieve the seller from its obligation to remit taxes.  Contractor 
and all subcontractors shall pay all Federal, state and local taxes applicable to its 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 Worker’s Compensation.  In order to receive 
payment the Contractor shall have a current I.R.S. W9 Form on file with County unless not required by law. 
 
15.16 Eligible Agencies.  This contract shall be for the permissive use by Pinal County. The County has entered into 
various cooperative purchasing agreements with other Arizona government entities in order to conserve 
resources, reduce overhead and purchase costs and improve delivery time.  The contract resulting from this 
Solicitation may be extended for use by other municipalities, school districts and government agencies in the 
State of Arizona with the approval of the Contractor.  Orders placed by other agencies and payment thereof 
will be the sole responsibility of that agency.  The County shall not be responsible for any disputes arising 
out of transactions made by others.  Contractor shall sell to cooperative entity at the same price and on the 
same lead times and other terms and conditions on which it sells to the County, with the sole exception of 
any legitimately additional costs for extraordinary shipping or delivery requirements if the cooperative 
entity is having materials delivered or installed or services performed at locations not contemplated in the 
contracted pricing (e.g. delivery at a location outside Arizona). 
 
15.17 Transitions.  During commencement of the contract the Contractor shall attend transition meetings with 
outgoing suppliers as requested by the County to coordinate efforts, ease the transition, and minimize 
disruption in the County’s operations.  The County may elect to have outgoing suppliers complete some or 
all of their work or orders in progress to help ensure the safest and most efficient transition possible, even if 
that scope is covered under the contract with the new supplier. Conversely, the County anticipates having a 
continued need for the same materials and services upon expiration or earlier termination of the contract. 
Accordingly, Contractor shall work closely with any new (incoming) supplier and the County to ensure a 
smooth and complete transfer. The County’s representative shall coordinate all transition activities and 
facilitate joint development of a comprehensive transition plan by both the existing Contractor and the 
incoming supplier. During the outgoing transition, the County may elect to have the outgoing Contractor

Contract 234128ROQ Page 14 
 
complete some or all of their work or orders in progress to help ensure the safest and most efficient 
transition possible. 
 
15.18 Other Contractors.  The County may undertake with its own resources or through award of other contracts 
to the same or other suppliers, additional or related work.  In such cases, the Contractor shall cooperate 
fully with the County’s employees and other suppliers and carefully fit, connect, accommodate, adjust, or 
sequence its work to the related work by others. Where the contract requires handing-off Contractor’s work 
to others, Contractor shall cooperate as the County instructs regarding the necessary transfer of its work 
product, services, or records to the County or the other suppliers. Contractor shall not commit or permit any 
act that interferes with the County’s or other suppliers’ performance of their work, provided that, the 
County shall enforce the foregoing section equitably among all its suppliers so as not impose an 
unreasonable burden on any one of them. 
 
15.19 Work on County Premises.   
 
a. Compliance with Rules. Contractor is responsible for ensuring that its personnel comply with County's 
rules, regulations, policies, documented practices, and documented operating procedures while 
delivering or installing materials or performing services on County grounds or in its facilities. For clarity 
of intent, the foregoing means that if Contractor is required to comply with certain security 
requirements in order to deliver, install, or perform at that particular location, then it shall do so 
nonetheless and without entitlement to any additional compensation or additional time for 
performance if those particular requirements are not expressly stated in the contract.  Contractor is 
reminded that violation under Pinal County Security policy 2.10 to possess a firearm, ammunition, or an 
explosive device in a County building is a material breach of contract and grounds for termination for 
default. 
 
b. Protection of Facilities and Grounds. Contractor shall deliver or install the materials and perform the 
services without damaging any County facilities or grounds. Contractor shall repair or replace any 
damage it does cause promptly and at its own expense, subject to whatever instructions and restrictions 
the County needs to make to prevent inconvenience or disruption of operations. If Contractor fails to 
make the necessary repairs or replacements and do so in a timely manner, the County will be entitled to 
exercise its remedies under paragraph 17.5 “Right to Offset.” 
 
15.20 Advertising, Publishing, and Promotion of Contract.  The Contractor shall not use, advertise or promote 
information for commercial benefit concerning this contract without the prior written approval of the 
Procurement Officer. 
 
15.21 Israel Boycott Prohibited.  Pursuant to A.R.S. § 35-393.01(A) and to the extent allowable by law, if the 
Contractor engages in for-profit activity and has ten (10) or more employees, and if this agreement has a 
value of $100,000 or more, the Contractor 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. 
 
15.22 Use of Forced Labor of Ethnic Uyghurs Prohibited. Pursuant to A.R.S. § 35-394, the use of forced labor, any 
goods produced by forced labor or contractors or subcontractors that utilize the forced labor of Ethnic

Contract 234128ROQ Page 15 
 
Uyghurs in the People’s Republic of China is prohibited. Written certification that the contractor complies 
with this provision shall be submitted to the County. If written certification has been submitted, and the 
contractor later determines that it is not in compliance with this provision, it shall notify the County within 
five (5) business days. If the County does not receive notification that within one hundred and eighty (180) 
days of finding the violation, the company has remedied the violation of this section, the contract will 
terminate. If the contract naturally or otherwise terminates before the end of the one hundred and eighty 
(180) day remedy period, the contract terminates on the contract termination date. 
 
16. PERFORMANCE OF WORK: 
 
16.1 
Job Order Agreement.  Performance of the Work shall be undertaken only upon the issuance of written Job 
Order Purchase Orders by the County.  Job Orders shall be in accordance with the requirements specified in 
the Statement of Work and shall set forth, with the necessary particularity, the following: 
 
a. Contract number along with the Job Order Contractor’s name; 
b. Job Order number and date; 
c. The agreed Work and applicable technical specifications and drawings; 
d. The agreed period of performance and, if required by the County, a work schedule; 
e. The place of performance; 
f. The agreed total price for the Work to be performed; 
g. Submittal requirements; 
h. The County’s authorized representative who will accept the completed Work; 
i. 
Signatures by parties hereto signifying agreement with the specific terms of the Job Order; and  
j. 
Such other information as may be necessary to perform the work. 
 
16.2 
Job Order Contractor Duties and Obligations.  
   
a. Permits & Responsibilities.  Job Order Contractor shall be responsible for processing of drawings for 
approval by appropriate oversight bodies; for obtaining any necessary licenses and permits; and for 
complying with any Federal, State and municipal laws, codes and regulations applicable to the 
performance of the Work.  The county will reimburse Contractor for the actual, documented costs of 
construction permits required for the performance of the Work.  Contractor shall also be responsible for 
all damages to persons or property that occur as a result of Contractor’s fault or negligence, and shall 
take proper safety and health precautions to protect the Work, the workers, the public, and the 
property of others.  Contractor shall also be responsible for all materials delivered and work performed 
until completion and acceptance of the entire Work, except for any completed unit of Work which may 
have been accepted under the Contract. 
 
b. Self-Performance by the Job Order Contractor.  The Job Order Contractor shall be allowed to bid as a 
subcontractor for work over $50,000 and if it is the lowest acceptable bidder.  Any change orders for 
self-performed work shall require pre-approval by the County. 
 
c. Jobsite Superintendent.  During performance of a Job Order and until the Work is completed and 
accepted, Contractor shall directly superintend the Work or assign a competent superintendent who will 
supervise the performance of Work and is satisfactory to the County and has authority to act for 
Contractor.

Contract 234128ROQ Page 16 
 
 
Contractor will ensure that the site supervisor for the project is English proficient and that there is at 
least one English proficient person at the construction site at all times work is being performed in order 
to communicate with the County’s project manager. 
 
d. Construction Layout.  Contractor shall lay out its work in accordance with the Contract plans and 
specifications and shall be responsible for all measurements in connection with the layout of the Work.  
Contractor shall furnish, at its own expense, all stakes, templates, platforms, equipment, tools, 
materials, and labor required to layout any part of the Work.  Contractor shall also be responsible for 
maintaining and preserving all control points established by the County. 
 
e. Survey Control Points.  Existing survey markers (either brass caps or iron pipes) shall be protected by the 
Contractor or removed and replaced under direct supervision of the County Engineer or his/her 
designee.  Survey monuments shall be constructed to the requirements of MAG Specifications, Section 
405 and Standard Details.  Lot corners shall not be disturbed without knowledge and consent of the 
property owner.  The Contractor shall replace benchmarks, monuments or lot corners moved or 
destroyed during construction at no cost to the County.  Contractor and his sureties shall be liable for 
correct replacement of disturbed survey benchmarks except where the County elects to replace survey 
benchmarks using their own forces. 
 
f. Traffic Regulations.  All traffic affected by this construction shall be regulated in accordance with City of 
Phoenix – Traffic Barricade manual, latest edition. 
 
At the time of the pre-construction meeting, the Contractor shall designate an employee who is well 
qualified and experienced in construction traffic control and safety to be responsible for implementing, 
monitoring and altering traffic control measures as necessary. At the same time the County will 
designate a representative who will be responsible to see that all traffic control and any alternations are 
implemented and monitored to the extent that traffic is carried throughout the work area in an effective 
manner and that motorists, pedestrians, bicyclists and workers are protected from hazards and 
accidents. 
 
All traffic control devices required for this project shall be the responsibility of the Contractor.  The 
Contractor shall place advance warnings; REDUCED SPEED, LOOSE GRAVEL, 25 MPH SPEED LIMIT and DO 
NOT PASS signs in accordance with the Traffic Barricade Manual. 
 
The Contractor shall provide, erect and maintain all necessary flashing arrow boards, barricades, 
suitable and sufficient warning lights signals and signs, and shall take all necessary precautions for the 
protection of the work and safety of the public.  The Contractor shall provide, erect and maintain 
acceptable and adequate detour signs at all closures and along detour routes. 
 
All barricades and obstructions shall be illuminated at night and all safety lights shall be kept burning 
from sunset until sunrise.  All barricades and signs used by the Contractor shall conform to the standard 
design, generally accepted for such purposes. 
 
The Contractor shall insure that all existing traffic signs are erect, clean and in full view of the intended 
traffic at all times.  Street name signs at major street intersections shall be maintained erect at all times.

Contract 234128ROQ Page 17 
 
If these signs should interfere with construction, the Contractor shall notify the County at lease forty 
eight (48) hours in advance for County personnel to temporarily relocate said signs.  The County 
Engineer or designee will re-set all traffic and street name signs to permanent locations when notified 
by the Engineer that construction is complete unless otherwise stated in the specifications.  Payment for 
this item shall be made at the agreed upon contract allowance price for Traffic Control. 
 
When determined necessary by the Contractor, an off-duty Pinal County Sheriff Deputy shall be used for 
traffic control.  Pinal County uses Off Duty Management for scheduling of off duty deputies.  Contractors 
must use the following link https://odm.officertrak.com/Pinal-Co-AZ-SO/auth/signin?next=%2F to 
arrange for off duty deputies and view hourly rates. 
 
The assembly and turnarounds of the Contractor’s equipment shall be accomplished using adjacent local 
streets when possible. 
 
Equipment used and/or directed by the Contractor shall travel with traffic at all times.  Supply trucks 
shall travel with traffic except when being spotted.  Provide a flagman or officer to assist with this 
operation. 
 
During construction it may be necessary to alter traffic control.  Alterations shall be in accordance with 
the Traffic Barricade Manual. 
 
No street within the project may be closed to through traffic or to local emergency traffic without prior 
written approval of the County Engineer.  Written approval may be given if sufficient time exists to allow 
for notification of the public, at least two (2) days, in advance of such closing.  Partial closure of streets 
within the project shall be done in strict conformity with written directions to be obtained from the 
County Engineer. 
 
Caution should be used when excavating near intersections with traffic signal underground cable.  Notify 
the County Engineer twenty four (24) hours in advance of any work at such intersections.  The 
Contractor shall install and maintain temporary overhead traffic signal cable as specified by the County 
Engineer when underground conduit is to be severed by excavations at intersections.  The Contractor 
shall provide an off duty Sheriff’s Deputy to direct traffic while the traffic signal is turned off and the 
wiring is transferred.  All damaged or modified traffic signal overhead and underground items shall be 
repaired and restored to the County Engineers satisfaction.  Magnetic detector loops shall under no 
circumstances be spliced. 
 
The Contractor shall address how local access to adjacent properties will be handled in accordance with 
the specifications herein. 
 
Where crossings of existing pavement occur, no open trenches shall be permitted overnight, but plating 
may be permitted if conditions allow as determined by the County Engineer or his/her designee.  If 
plates cannot be used, crossings shall be back-filled or the Contractor shall provide a detour. 
 
g. Operations & Storage.  Contractor shall confine all operations (including storage of materials) to areas 
authorized by the County.

Contract 234128ROQ Page 18 
 
h. Cleaning Up & Refuse Disposal.  Contractor shall at all times keep the site, including storage areas, free 
from accumulations of waste materials.  Before completing the Work, Contractor shall remove from the 
premises any rubbish, tools, scaffolding, equipment and materials that are not the property of the 
County.  Upon completing the Work, Contractor shall leave the site in a clean and orderly condition 
satisfactory to the County. 
 
Final cleanup of the premises shall be included in the period of performance of the Job Order. 
 
Contractor shall be responsible for all construction refuse disposal containers and their removal from 
the site. 
 
Disposal of any hazardous materials not addressed and priced in the Job Order will be segregated for 
disposal by the County unless the County requires the Contractor to dispose of the materials, in which 
case, an equitable adjustment in the price will be negotiated and agreed. 
 
i. 
Existing Improvements and Utilities.  Contractor shall protect from damage all existing improvements 
and utilities to or near the site and on adjacent property of third parties, the locations of which are 
made known to or should be known by the Contractor.  Contractor shall repair any damage to those 
facilities, including those that are the property of third parties, resulting from failure to comply with the 
requirements of the Job Order or failure to exercise reasonable care in performing the Work.  If 
Contractor fails or refuses to repair the damage promptly, the County may have necessary repair work 
performed and charge the cost to the Contractor. 
 
j. 
Safety.  Contractor shall be responsible for compliance with all safety rules and regulations of the 
Federal Occupational Safety and Health Act 1970 (OSHA), all applicable state and local laws, ordinances 
and regulations during the performance of the Work. Contractor shall indemnify the County for fines, 
penalties and corrective measures that result from the acts of commission or omission of Contractor, its 
subcontractors, if any, agents, employees and assigns and its failure to comply with such safety rules 
and regulations. 
 
The County reserves the right to approve and monitor the Contractor’s safety policies and program 
procedures as applied during performance of the Work.  Failure to comply with safety policies and 
program procedures, once approved by Owner, shall be cause for the termination of the Job Order. 
 
16.3 
Owner Rights and Obligations. 
 
a. Suspension of Work.  Owner may order Contractor, in writing, to suspend, delay or interrupt all or any 
part of the Work for a period of time that the County determines reasonably appropriate. 
 
If the performance of all or any part of the Work is suspended, delayed or interrupted by an act of the 
County in the administration of a Job Order or by the County’s failure to act within the time specified in 
the Job Order, an adjustment shall be made for any increase in the cost of performance of the Job Order 
necessarily caused by the suspension, delay or interruption, and the Job Order will be modified in 
writing accordingly.

Contract 234128ROQ Page 19 
 
A claim under this paragraph shall not be allowed for any costs incurred more than thirty (30) calendar 
days before Contractor shall have notified the County in writing of the act or failure to act (but this 
requirement shall not apply as to a claim resulting from a suspension order), and unless the claim, in an 
amount stated, is asserted in writing as soon as practicable after the termination of such suspension, 
delay or interruption, but not later than the date of final payment under the Job Order. 
 
b. County’s Right to Possession.  The County shall have the right to take possession of or use any complete 
or partially completed part of the Work.  Before taking possession of or using any Work, the County shall 
furnish the Contractor a list of items of work remaining to be performed or corrected on those portions 
of the Work that the county intends to take possession of or use.  However, failure of the county to list 
any item of Work shall not relieve the Contractor of responsibility for complying with the terms of this 
Contract.  County possession or use shall not be deemed an acceptance of any Work under this contract. 
 
While the County has such possession or use, Contractor shall be relived of the responsibility for the loss 
of or damage of the Work resulting from the County’s possession or use.  Notwithstanding the terms of 
subparagraph 15.2.a.  If prior possession or use by the County delays the progress of the Work or causes 
additional expenses to the Contractor, an equitable adjustment shall be made in the Job Order price or 
the period of performance, and the Job Order shall be modified in writing accordingly. 
 
c. Other Contracts.  The County may undertake or award other Contracts for additional work at or near the 
site of Work under this contract.  Contractor shall fully cooperate with the other Contractors and with 
the County’s employees and shall carefully adapt scheduling and performing the Work under this 
contract to accommodate the additional work, heeding any direction that may be provided by the 
County.  Contractor shall not commit or permit any act that will interfere with the performance of its 
Work by any other contractor or by County employees. 
 
d. Job Order Amendment.  Job Orders may be amended by the County in the same manner as they are 
issued. 
e. Job Order Value.  The maximum Job Order value is Two Million Dollars ($2,000,000), except as provided 
in A.R.S.§ 34-605. 
 
17. JOB ORDER DOCUMENTS. 
 
17.1 
Specifications and Drawings.  Anything mentioned in the specifications and not shown in the drawings or 
shown on the drawings and not mentioned in the specifications, shall be of like effect as if shown or 
mentioned in both.  In case of differences between drawings and specifications, the drawings shall govern.  
In case of discrepancy either in the figures, in the drawings, or in the specifications, the matter shall be 
promptly submitted to the County, who shall promptly make a determination in writing.  Any adjustment by 
Contractor without such a determination shall be at its own risk and expense.  The County shall furnish from 
time to time such detail drawings and other information as considered necessary, unless otherwise 
provided. 
 
17.2 
Shop Drawings.  Shop drawings include sketches, diagrams, layouts, schematics, descriptive literature, 
illustrations, schedules, performance and test data, and similar materials furnished by Contractor to explain 
in detail specific portions of the Work.  The County may duplicate, use and disclose in any manner and for

Contract 234128ROQ Page 20 
 
any purpose shop drawings delivered under this Contract.  Shop drawings means drawings submitted to the 
County by the Contractor showing in detail: 
 
a. The proposed fabrication and assembly of structural elements; 
b. The installation (i.e. form, fit and attachment details) of materials or equipment, and 
c. The construction and detailing of elements of the Work. 
 
17.3 
Shop Drawing Coordination.  Contractor shall coordinate all shop drawings, and review them for accuracy, 
completeness and compliance with Contract requirements and shall indicate its approval thereon as 
evidence of such coordination and review.  Shop drawings submitted to the County without evidence of 
Contractor’s approval may be returned for resubmission.  The County will indicate its approval or 
disapproval of the shop drawings and if not approved as submitted shall indicate County’s reason therefore.  
Any work done before such approval shall be at the Contractor’s risk.  Approval by the County shall not 
relive Contractor from responsibility for any errors or omissions in such drawings, nor from responsibility for 
complying with the requirements of the Contract, except with respect to variations described and approved 
in accordance with §17.4 below. 
 
17.4 
Shop Drawing Modification.  If shop drawings show variations from the Job Order requirements, Contractor 
shall describe such variations in writing, separate from the drawings, at the time of submission.  If Owner 
approves any such variation, Owner shall issue an appropriate Contract modification, except that, if the 
variation is minor and does not involve a change in price or in time of performance, a modification need not 
be used. 
 
17.5 
Shop Drawing Omissions.  Omissions from the drawings or specifications or the misdescription of details of 
work which are manifestly necessary to carry out the intent of the drawings and specifications, or which are 
customarily performed, shall not relive Contractor from performing such omitted or misdescribed details of 
the Work but they shall be performed as if fully and correctly set forth and described in the drawings and 
specifications. 
 
17.6 
Owner Furnished Drawings.  Contractor shall check all County furnished drawings immediately upon receipt 
and shall promptly notify the County of any discrepancies.  Any errors or omissions in the County furnished 
drawings are the responsibility of the County to rectify, including associated costs.  Figure marked on 
drawings shall be followed in preference to scale measurements.  Large scale drawings shall govern small 
scale drawings.  Contractor shall compare all drawings and verify the figures before laying out the Work and 
will be responsible for any errors which might have been avoided thereby. 
 
17.7 
Shop Drawing Submittal.  Contractor shall submit to the County for approval an appropriate number of 
copies of all shop drawings as called for under the various headings of these specifications.  Sets of all shop 
drawings will be retained by the County and one set will be returned to the Contractor with annotation of 
approval or rejection within one (1) week after submission, unless a longer review period is necessary by 
mutual agreement between the County and the Contractor. 
 
17.8 
Use of Job Order Documents.  All drawings (to include as-built drawings), sketches, designs, design data, 
specifications, notebooks, technical and scientific data provided to Contractor or developed by Contractor 
pursuant to the contract and all photographs, negatives, reports, findings, recommendations, data and 
memoranda of every description relating thereto, as well as all copies of the foregoing relating to the Work

Contract 234128ROQ Page 21 
 
or any part hereof, shall be the property of the County and may be sued by the County without any claim by 
the Contractor for additional compensation, unless such material developed by Contractor does not result in 
an issued Job Order.  In such cases, Contractor will receive reasonable reimbursement for the development 
of such materials before the County uses them in any manner whatsoever.  In addition, the County agrees to 
hold the Contractor harmless to the extent permitted by law from any legal liability arising out of the 
County’s use of such material. 
 
18. CONTRACT CHANGES. 
 
18.1 
Contract Amendments.  The contract is issued under the authority of the Pinal County Board of Supervisors.  
Only a contract amendment can modify the contract and then only if it does not change the contract's 
general scope. Purported changes to the contract by a person not expressly authorized by the Procurement 
Officer or made unilaterally by Contractor will be void and without effect; Contractor will not be entitled to 
any claim made under the contract based on any such purported changes. 
 
18.2 
Signing of Contract Amendments.  Contractor’s counter-signature (or “approval”) of contract modifications 
is not required to give effect if the contract amendment only covers either: 
 
a. 
Extension of the term of the contract within the maximum aggregate term; 
b. 
Revision to Procurement Officer appointment or contact information; or  
c. 
Modifications of a clerical nature that have no effect on terms, conditions, price, scope, or other 
material aspect of the contract. 
 
In every case other than those listed in a, b, and c above, both parties’ signature (or “approval”) of a 
contract modification is required to give it effect. 
 
18.3 
Assignment and Delegation.  Contractor shall not assign in whole its rights or delegate in whole its duties 
under the contract without the Procurement Officer’s prior written consent, which consent the 
Procurement Officer may withhold at his or her discretion.  The Procurement Officer shall not unreasonably 
withhold approval of assignment or delegation.  If Contractor’s proposed assignment or delegation stems 
from a split, sale, acquisition, or other non-merger change in control, then no such consent will be given in 
any event without the assignee or delegate giving County satisfactory and equivalent evidence or assurance 
of its financial soundness, competency, capacity, and qualification to perform as that which Contractor 
possessed when County first awarded it the contract.  This contract and all of the terms, conditions and 
provisions herein, shall extend to and be binding upon the heirs, administrators, executors, successors, and 
assigns of the parties hereto. 
 
19. JOB ORDER CHANGES. 
 
19.1 
County Changes.  The County may, at any time, without notice to the sureties, if any, by written order 
designated or indicated to be a change order, make changes to the Work within the general scope of the Job 
Order, including changes: 
a. In the specifications (including drawings and designs); 
b. In County furnished facilities, equipment, materials, services, or site; or

Contract 234128ROQ Page 22 
 
c. Directing acceleration in the performance of the Work, or otherwise altering the schedule for 
performance of the Work. 
 
19.2 
County Change Orders.  Any other written order (which, as used in this paragraph, includes direction, 
instruction, interpretation or determination) from the County that causes a change shall be treated as a 
change order under this section; provided, that the Contractor gives the County timely written notice stating 
the date, circumstances and source of the order that Contractor regards the order as a change order. 
 
19.3 
Contract Adjustments.  Except as provided in this section, no order, statement or conduct of the County 
shall be treated as a change under this section or entitle Contractor to an equitable adjustment hereunder. 
 
19.4 
Modification of the Job Order.  If any change under this section causes an increase or decrease in 
Contractor’s cost of or the time required for, the performance of any part of the Work under a Job Order, 
whether or not changed by any such order, the County shall negotiate an equitable adjustment and modify 
the Job Order in writing. 
 
19.5 
Contractor Proposals.  Contractor must submit any proposal under this section within thirty (30) calendar 
days after: 
a. Receipt of a written change order under §18.1 above; or  
b. The furnishing of a written notice under § 18.2 above by submitting to the County a written statement 
describing the general nature and amount of the proposal, unless this period is extended by the County.  
The statement of proposal for adjustment may be included in the notice under §18.2 above. 
 
19.6 
Final Payment Limitation.  No proposal from the Contractor for an equitable adjustment shall be allowed if 
asserted after final payment under the Job Order. 
 
19.7 
Contract Extension Justification.  The Contractor shall furnish to the County a written proposal for any 
proposed extension in the period of performance.  The proposal shall contain a price breakdown and period 
of performance extension justification. 
 
19.8 
Contractor Price Breakdown Structure.  Contractor, in connection with any proposal it makes for a Job Order 
change, shall furnish a price breakdown itemized as required by the County and the pricing matrix as 
required in the awarded contract. 
 
20. ARS TITLE 34 PROVISIONS. 
 
20.1 
Individual Job Order Amount.  The maximum dollar amount of an individual job order shall be Two Million 
Dollars ($2,000,000) or such higher or lower amount prescribed by the County in an action noticed pursuant 
to ARS Title 38, Chapter 3, Article 3.1 or a rule adopted by the County as a maximum amount of an individual 
Job Order.  Requirements shall not be artificially divided or fragmented in order to constitute a Job Order 
that satisfies this requirement. 
 
20.2 
Subcontractors.  If the Contractor subcontracts or intends to subcontract part or all of the Work under a Job 
Order and if this Contract includes descriptions of standard individual tasks, standard unit prices for 
standard individual tasks and pricing of Job Orders based on the number of units of standard individual tasks 
in the Job Order, then:

Contract 234128ROQ Page 23 
 
 
a. The Contractor has a duty to deliver promptly to each subcontractor invited to bid a coefficient to the 
Contractor to do all or part of the Work under one or more Job Orders: 
 
(1) A copy of the description of all standard individual tasks on which the subcontractor is invited to bid. 
 
(2) A copy of the standard unit prices for the individual tasks on which the subcontractor is invited to 
bid. 
 
b. If not previously delivered to the subcontractor, the Contractor has a duty to delivery promptly the 
following to each subcontractor invited to, or that has agreed to, do any of the Work included in any Job 
Order: 
 
(1) A copy of the description of each standard individual task that is included in the Job Order and that 
the subcontractor is invited to perform. 
 
(2) The number of units of each standard individual task that is included in the Job Order and that the 
subcontractor is invited to perform. 
 
(3) The standard unit price for each standard individual task that is included in the Job Order and that 
the subcontractor is invited to perform. 
 
c. The County will include the full street or physical address of each separate location at which the 
construction will be performed for each individual Job Order.  The Contractor (and on behalf of each 
subcontractor at any level) hereby agrees to include in each of its subcontracts the same address 
information.  The Contractor and each subcontractor at any level shall include in each subcontract the 
full street or physical address of each separate location  
 
21. RISKS AND LIABILITIES 
 
21.1 
Risk of Loss.  Contractor bears all risk of loss to materials while in pre-production, production, storage 
transit, staging, assembly, installation, testing, and commissioning, if and as those duties are within the 
Scope of the Work, until they have been received and accepted as conforming by the County at the location 
designated in the purchase order or contract.  Mere receipt does not constitute final acceptance.  The risk of 
loss for nonconforming materials shall remain with the Contractor regardless of receipt. 
 
21.2 
Contractor Insurance.  The Contractor and any tier of Subcontractor shall purchase and maintain insurance, 
until all of their obligations have been discharged including any warranty periods under this contract, against 
claims for injury to persons or damage to property which may arise from or in connection with the 
performance of work hereunder by the Contractor, his agents, representatives, employees, or 
Subcontractors.  Failure to do so may, at the sole discretion of the County, constitute a material breach of 
the contract. 
 
The insurance requirements herein are minimum requirements for this contract and in no way limit the 
indemnity covenants contained in this contract.  The County in no way warrants that the minimum limits 
contained herein are sufficient to protect the Contractor from liabilities that might arise out of the

Contract 234128ROQ Page 24 
 
performance of work under this contract by the Contractor, its agents, representatives, employees or 
subcontractors, and the Contractor is free to purchase additional insurance. 
 
a. Minimum Scope and Limits of Insurance.  Contractor shall purchase and maintain coverage with 
coverages and limits of liability not less than those stated below. 
 
(1) Commercial General Liability (CGL).  Commercial General Liability Insurance  with a limit of not less 
than $1,000,000 for each occurrence, $2,000,000 General Aggregate Limit, and $2,000,000 
Completed Operations/Products Aggregate.  The policy shall include coverage for bodily injury, 
broad form property damage, personal injury, products and completed operations, XCU and blanket 
contractual coverage, and shall not contain any provision which would serve to limit third party 
action over claims.  
 
The policy shall be endorsed, as required by this written agreement, to include Pinal County, its 
boards, agents, representatives, officers, directors, officials, and employees as additional insureds 
with respect to liability arising out of the activities performed by or on behalf of the Contractor.  The 
additional insured endorsement shall insure the County to the full limits of liability purchased by the 
Contractor even if those limits of liability are in excess of the minimum limits required by this 
contract.  Insurance purchased and maintained by the Contractor shall not be limited to the liability 
assumed under the indemnification and defense covenants of this contract. 
 
The policy shall contain a waiver of transfer of rights of recovery (subrogation) against the County, 
its boards, agents, representatives, officers, directors, officials, and employees for any claims arising 
out of Contractor’s work or service.   
 
(2) Automobile Liability.  Commercial/Business Automobile Liability insurance with a combined single 
limit (CSL) for bodily injury and property damage of not less than $1,000,000 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 under this contract. 
 
The policy shall be endorsed, as required by this written agreement, to include Pinal County, its 
boards, agents, representatives, officers, directors, officials, and employees as additional insureds 
with respect to liability arising out of the activities performed by or on behalf of the Contractor, 
involving automobiles owned, leased, hired and/or non-owned by the Contractor, and shall insure 
the County to the full limits of liability purchased by the Contractor even if those limits of liability are 
in excess of the minimum limits required by this contract.  Insurance purchased and maintained by 
the Contractor shall not be limited to the liability assumed under the indemnification and defense 
covenants of this contract. 
 
The policy shall contain a waiver of transfer of rights of recovery (subrogation) against the County, 
its boards, agents, representatives, officers, directors, officials, and employees for any claims arising 
out of Contractor’s work or service. 
 
(3) Workers’ Compensation and Employer’s Liability. 
 
Workers’ Compensation 
Statutory

Contract 234128ROQ Page 25 
 
Employer’s Liability 
 
 
Each Accident 
$1,000,000 
 
Disease – Each Employee 
$1,000,000 
 
Disease – Policy Limit 
$1,000,000 
 
Policy shall contain a waiver of subrogation against Pinal County and its officers, officials, agents, 
and employees for losses arising from work or service performed by or on behalf of the Contractor.  
This requirement shall not apply to each Contractor this is exempt under A.R.S. 23-902(E), and when 
such Contractor executes the appropriate sole proprietor waiver form. 
  
(4). Professional Liability (Errors and Ommissions Liablity), for projects involving a Design Professional. 
Coverage in an amount not less that $1,000,000 each claim and $1,000,000 aggregate.  The policy must 
cover liability arising from the failure to meet the professional standards required or expected in the 
delivery of those services as defined in the Scope of Work of this contract. 
  
b. Additional Insurance Requirements.  The policies shall include, or be endorsed to include the following 
provisions: 
 
(1) The Contractor’s policies, as applicable, shall be primary and noncontributory with respect to any 
self insurance or insurance carried by the County, its agents, officials, or employees. . 
 
(2) Insurance provided by the Contractor shall not limit the Contractor’s liability assumed under the 
indemnification provisions of this contract. 
 
c. Notice of Cancellation.  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 thirty (30) days prior written notice to the County. 
 
d. Acceptability of Insurers.  Contractor shall purchase and maintain the herein stipulated minimum 
insurance from a company or companies duly licensed by the State of Arizona and possessing a current 
A.M. Best rating of not less than A-6.  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 the County.  The County in no 
way warrants that the above-required minimum insurer rating is sufficient to protect the Contractor 
from potential insurer insolvency. 
 
e. Verification of Coverage.  Contractor shall furnish the County with certificates of insurance or formal 
endorsements as required by the contract at least fourteen (14) calendar days prior to commencing 
work or services under the contract.  Such certificates shall identify this contract number and project 
description and shall be sent directly to the attention of Pinal County Purchasing Department.  In the 
event any insurance policy(ies) required by this contract are written on a “claims made” basis, coverage 
shall extend for two years past completion and acceptance of the Contractor’s work or services and as 
evidenced by annual certificates of insurance.  If a policy does expire during the life of the contract, a 
renewal certificate must be sent to the County a minimum of fourteen (14) calendar days prior to the 
expiration date.  The form of any insurance policies, limits, endorsements and forms must be acceptable 
to the County.  The County shall not be obligated, however, to review such policies and/or

Contract 234128ROQ Page 26 
 
endorsements or to advise Contractor of any deficiencies in such policies and endorsements, and such 
receipt shall not relieve Contractor from, or be deemed a waiver of County’s right to insist on strict 
fulfillment of Contractor’s obligations under this Contract. 
 
f. Subcontractors.  All coverages for all tiers of Subcontractors shall be subject to the minimum insurance 
requirements identified above.  The County reserves the right to require, at any time throughout the life 
of this contract, proof from the Contractor that its Subcontractors have the required coverage. 
 
g. Approval and Modifications.  The County reserves the right to review or make modifications to the 
insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed 
necessary. Such action will not require a formal contract amendment but may be made by 
administrative action. 
 
21.3 
Basic Indemnification.  To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold 
harmless County indemnitees from indemnified basic claims that:  
 
a. Are caused or alleged to be caused in whole or in part by the negligent or willful acts or omissions of a 
Contractor indemnitor; 
 
b. Arise out of or are recovered under workers’ compensation laws; and/or 
 
c. Arise out of a Contractor indemnitor’s failure to conform to any federal, state, or local law, statute, 
ordinance, rule, regulation, or court decree. The parties specifically intend that the Contractor 
indemnitors shall indemnify the relevant County indemnitees from and against indemnified basic claims 
in all instances except where the indemnified basic claim arises solely from those County indemnitees’ 
own negligent or willful acts or omissions. Wherever the indemnification under this subparagraph 
applies, Contractor is responsible for primary loss investigation, defense, and judgment costs for an on 
behalf of the other Contractor indemnitors with respect to County indemnitees, and accordingly 
Contractor is also responsible for any cooperation, contribution, or subordination between or amongst 
the Contractor indemnitors. In consideration of the award of the contract by a County indemnitee, 
Contractor hereby waives all rights of subrogation against County indemnities for losses arising from the 
work. 
 
d. It is the specific intention of the County and the Contractor that the County shall, in all instances, except 
for the gross negligent or willful acts of the County, be indemnified, defended and held harmless by the 
Contractor from and against any all demands, claims, suits, losses, and damages.   
 
21.4 
Patent and Copyright Indemnification.  With respect to materials or services provided or proposed by a 
Contractor indemnitor for performance under the contract, Contractor shall indemnify, defend and hold 
harmless County indemnitees against any third-party claims for liability, costs, and expenses, including, but 
not limited to reasonable attorneys' fees, for infringement or violation of any patent, trademark, copyright, 
or trade secret by the materials and the services. With respect to the defense and payment of claims under 
this subparagraph: 
 
a. County shall provide reasonable and timely notification to Contractor of any claim for which Contractor 
may be liable under this paragraph;

Contract 234128ROQ Page 27 
 
 
b. Contractor, with reasonable consultation from County shall have control of the defense of any action on 
an indemnified claim including all negotiations for its settlement or compromise; 
 
c. County may elect to participate in such action at its own expense; and 
 
d. County may approve or disapprove any settlement or compromise, provided that the County shall not 
unreasonably withhold or delay such approval or disapproval; and the County shall cooperate in the 
defense and in any related settlement negotiations. 
 
21.5 
Force Majeure.   
 
a. Relief From Performance. The parties are not liable to each other if an occurrence of force majeure 
prevents its performance under the contract. If either party is delayed at any time in the progress of its 
performance under the contract by an occurrence of force majeure, the delayed party shall notify the 
other no later than the following working day after the occurrence, or as soon as it could reasonably 
have been expected to recognize that the occurrence had effect in cases where the effects were not 
readily apparent. In any event, the notice must make specific reference to this paragraph specifying the 
causes of the delay in the notice and, if the effects of the occurrence are on-going, provide an initial 
notification and thereafter the delayed party shall provide regular updates until such time as the effects 
are fully known. To the extent it is able, the delayed party shall cause the delay to cease promptly and 
notify the other party when it has done so. The parties will extend the time of completion by contract 
amendment for a period equal to the time that the results or effects of the delay prevented the delayed 
party from performing. 
 
b. Excusable Delay is Not a Default. Failure in performance by either party will not constitute default 
hereunder or give rise to any claim for damages or loss of anticipated profits if and to the extent that 
such failure was or is being caused by an occurrence of force majeure. 
 
c. Default Diminishes Relief. Entitlement to relief from the effects of an occurrence of force majeure is 
diminished to the extent that the delay did or will result from the affected party’s default unrelated to 
the occurrence, in which case the other party’s normal remedies and the affected party’s obligations 
would apply undiminished. 
 
21.6 
Third Party Antitrust Violations.  The Contractor assigns to the County any claim for overcharges resulting 
from antitrust violations to the extent that those violations concern materials or services supplied by third 
parties to the Contractor, toward fulfillment of this contract. 
 
22. WARRANTIES 
 
22.1 
Liens.  Contractor warrants that the materials and services when accepted will be and will remain free of 
liens or other encumbrances. 
 
22.2 
Conformity to Requirements.  Contractor warrants that, unless expressly provided otherwise elsewhere in 
the contract, the materials and services will for one (1) year after acceptance and in each instance:

Contract 234128ROQ Page 28 
 
a. Conform to the requirements of the contract, which by way of reminder include without limitation all 
descriptions, specifications, and drawings identified in the Scope of Work and any Contractor 
affirmations included as part of the contract; 
 
b. Be free from defects of material and workmanship; 
 
c. Conform to or perform in a manner consistent with current industry standards; and  
 
d. Be fit for the intended purpose or use described in the contract.  
 
Mere delivery or performance does not substitute for express acceptance by County. Where inspection, 
testing, or other acceptance assessment of materials or services cannot be done until after installation, the 
forgoing warranty will not begin until County’s acceptance. 
 
22.3 
Product Safety.  Materials as shipped must comply with applicable safety regulations and standards.  Unless 
expressly stated otherwise in the Scope of Work, the County is not responsible for making any materials safe 
or compliant following acceptance and is relying exclusively on Contractor to deliver only products that are 
already safe and compliant.   
 
22.4 
Contractor Personnel.  Contractor warrants that its personnel will perform their duties under the contract in 
a professional manner, applying the requisite skills and knowledge, consistent with industry standards, and 
in accordance with the requirements of the contract. Contractor further warrants that its key personnel will 
maintain any certifications relevant to their work, and Contractor shall provide individual evidence of 
certification to the County upon request. 
 
22.5 
Data Protection and Confidentiality of Records.   
 
a. Proprietary and Sensitive Data.  Contractor warrants that it will establish and maintain procedures and 
controls acceptable to the County for ensuring that the County's proprietary and sensitive data is 
protected from unauthorized access and information obtained from County or others in performance of 
its contractual duties is not mishandled, misused, or inappropriately released or disclosed. For purposes 
of this paragraph, all data created by Contractor in any way related to the contract, provided to the 
Contractor by the County or prepared by others for the County are proprietary to the County and all 
information by those same avenues is the County's confidential information. To comply with the 
foregoing warrant: 
 
(1) Contractor shall: (i) notify the County immediately of any unauthorized access or inappropriate 
disclosures, whether stemming from an external security breach, internal breach, system failure, or 
procedural lapse; (ii) cooperate with the County to identify the source or cause of and respond to 
each unauthorized access or inappropriate disclosure; and (iii) notify the County promptly of any 
security threat that could result in unauthorized access or inappropriate disclosures; and  
 
(2) Contractor shall not:  (i) release any such data or allow it to be released or divulge any such 
information to anyone other than its employees or officers as needed for each person’s individual 
performance of his or her duties under the contract, unless the County has agreed otherwise in

Contract 234128ROQ Page 29 
 
advance and in writing; or (ii) respond to any requests it receives from a third party for such data or 
information, and instead route all such requests to the County’s designated representative. 
 
b. Personally Identifiable Information.  Contractor warrants that it will protect any personally identifiable 
information (“PII”) belonging to the County’s employees’ or other Contractors or members of the 
general public that it receives from the County or otherwise acquires in its performance under the 
contract.  (For purposes of this paragraph PII has the meaning given in the [federal] Office of 
Management and Budget (OMB) Memorandum M-07-16 Safeguarding Against and Responding to the 
Breach of Personally Identifiable Information; and “protect” means taking measures to safeguard 
personally identifiable information and prevent its breach that are functionally equivalent to those 
called for in that OMB memorandum and elaborated on in the [federal] General Services Administration 
(GSA) Directive CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable Information.)  
NOTE: For convenience of reference only, the OMB memorandum is available at: 
https://www.whitehouse.gov/sites/whitehouse.gov/files/omb/memoranda/2007/m07-16.pdf. 
NOTE: For convenience of reference only, the GSA directive is available at: 
http://www.gsa.gov/portal/directive/d0/content/658222 
 
c. Protected Health Information. Contractor warrants that, to the extent performance under the contract 
involves individually identifiable health information (referred to hereinafter as protected health 
information (“PHI”) and electronic PHI (“ePHI”) as defined in the Privacy Rule referred to below), it: 
 
(1) Is familiar with and will comply with the applicable aspects of the following collective regulatory 
requirements regarding patient information privacy protection: (i) the “Privacy Rule” in CFR 45 Part 
160 and Part 164 pursuant to the Health Insurance Portability and Accountability Act (“HIPAA”) of 
1996; (ii)  Arizona laws, rules, and regulations applicable to PHI/ePHI that are not preempted by CFR 
45-160(B) or the Employee Retirement Income Security Act of 1974 (“ERISA”) as amended; and (iii) 
the County’s current and published PHI/ePHI privacy and security policies and procedures; 
 
(2) Will cooperate with the County in the course of performing under the contract so that both the 
County and Contractor stay in compliance with the requirements above and will sign any documents 
that are reasonably necessary to keep both the County and Contractor in compliance with the 
requirements above, in particular “Business Associate Agreements” in accordance with the Privacy 
Rule.  NOTE: For convenience of reference only, the Privacy Rule is available at:   
http://www.hhs.gov/hipaa/for-professionals/privacy/index.html 
 
22.6 
Intellectual Property.  Contractor warrants that the materials and services do not and will not infringe or 
violate any patent, trademark, copyright, trade secret, or other intellectual property rights or laws, except 
only to the extent the specifications do not permit use of any other product and Contractor is not and 
cannot reasonably be expected to be aware of the infringement or violation. 
 
22.7 
Compliance with Applicable Laws, Licensing and Permits.  Contractor warrants that the materials and 
services supplied under this Contract do and will continue to comply with all applicable Federal, state and 
local laws, and the Contractor shall maintain all applicable licenses and permit requirements. 
 
22.8 
Lobbying.  Contractor warrants that it will not engage in lobbying activities as defined in 40 CFR part 34 and 
A.R.S. § 41-1231, et seq., using monies awarded under the contract.  Upon award of the Contract, Contractor

Contract 234128ROQ Page 30 
 
shall disclose all lobbying activities to the County to the extent they are an actual or potential conflict of 
interest or where such activities would create an appearance of impropriety.  Contractor shall implement 
and maintain adequate controls to assure that monies awarded under the contract are not used for 
lobbying.  Subcontractors shall be subject to these same provisions.  Contractor shall include “anti-lobbying” 
provisions in all subcontracts.  This paragraph does not apply to the extent that the services are defined in 
the contract as being lobbying for the County’s benefit or on the County’s behalf. 
 
22.9 
Survival of Rights and Obligations.  All representations and warranties made by Contractor under the 
contract will survive the expiration or earlier termination of the contract.  The Contractor shall, in 
accordance with all terms and conditions of the contract, fully perform and shall be obligated to comply with 
all purchase orders received by the Contractor prior to the expiration or termination hereof, unless 
otherwise directed in writing by the Procurement Officer, including, without limitation, all purchase orders 
received prior to but not fully performed and satisfied at the expiration or termination of this contract. 
 
23. COUNTY’S CONTRACTUAL REMEDIES 
 
23.1 
Right to Assurance.  If the County in good faith has reason to believe that the Contractor does not intend to, 
or is unable to perform or continue performing under this contract, the Procurement Officer may demand in 
writing that the Contractor give a written assurance of intent to perform.  Failure by the Contractor to 
provide written assurance within the number of days specified in the demand may, at the County’s option, 
be the basis for terminating the contract under the Terms and Conditions or other rights and remedies 
available by law or provided by the contract. 
 
23.2 
Stop Work Order.  The County may at any time require Contractor to stop all or any part of the work by 
written order. Upon receipt of a stop order, the Contractor shall immediately comply with its terms and take 
all reasonable steps to minimize incurring of further costs during the period of stoppage that might be 
chargeable to County associated with the portions of the work covered by the order. If Contractor incurs 
losses, it may make a claim under the Pinal County Procurement Code. 
 
23.3 
Non-exclusive Remedies.  The County’s rights and remedies under the contract are not exclusive. 
 
23.4 
Nonconforming Tender.  The materials provided and services performed must comply fully with the 
contract.  Providing materials or performing services or any portion thereof that do not comply fully 
constitutes a breach of contract, in which event the County will be entitled to exercise any remedy available 
to it under the contract or laws. 
 
23.5 
Right to Offset.  The County is entitled to offset against any sums due contractor, any expenses or costs the 
County incurs, or damages the County assessed concerning Contractor’s non-conforming performance or 
failure to carry out the work, including any expenses, costs, and damages to which it is entitled by the 
contract or laws. 
 
24. CONTRACT TERMINATION 
 
24.1 
Termination for Conflict of Interest.  Pursuant to A.R.S. § 38-511, the County may terminate this contract 
within three (3) years after the effective date without penalty or further obligation if any person significantly

Contract 234128ROQ Page 31 
 
involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County is or 
becomes an employee or agent of any other party to the contract in any capacity or a consultant to any 
other party to the contract with respect to the subject matter of the contract.  Any such termination will be 
effective when Contractor receives the County's written notice of the termination unless the notice specifies 
a later date. The Contractor shall continue to perform, in accordance with the requirements of the Contract, 
up to the date of termination, as directed in the termination notice. 
 
24.2 
Gratuities.  The County may by written notice, terminate the contract in whole or in part if the County 
determines that employment or a gratuity was offered or made by Contractor or a representative of 
Contractor to any officer or employee of the County for the purpose of influencing the outcome of the 
procurement or the administration of the contract, or in anticipation of receiving any favorable treatment 
concerning the contract or performance of the contract.  The County, in addition to any other rights or 
remedies available to it, will be entitled to recover exemplary damages in the amount of three (3) times the 
value of the gratuity offered by Contractor. 
 
24.3 
Suspension or Debarment.  The County may, by written notice to Contractor, terminate the contract 
immediately if the County discovers that Contractor has been debarred, suspended or otherwise lawfully 
prohibited from participating in any public procurement activity, including but not limited to, being 
disapproved as a subcontractor of any public procurement unit or other governmental body. The County has 
taken Contractor’s submittal of the accepted offer and will take its performance under the contract as 
Contractor’s attestation that it is not currently suspended or debarred. If Contractor subsequently becomes 
suspended or debarred, it shall notify the Procurement Officer immediately. 
 
24.4 
Termination for Convenience.  The County may terminate the contract when in the best interest of the 
County, in whole or in part, at any time, and without penalty or recourse on Contractor’s part other than as 
expressly stated in the contract.  Upon receipt of the County's written termination notice, Contractor shall 
stop work as directed in the notice, notify all subcontractors of the termination and its effective date, and 
minimize any further costs that might be chargeable to the County.  The Contractor shall continue to 
perform, in accordance with the requirements of the Contract, up to the date of termination, as directed in 
the termination notice.  In the event of termination under this paragraph, all documents, data, and reports 
prepared by Contractor under the contract will become the County's property and Contractor shall deliver it 
all promptly on demand. Contractor will be entitled to receive just and equitable compensation for 
necessary and attributable unfinished materials on hand, work in progress, work completed, and work 
accepted before the effective date of the termination.   
 
 
24.5 
Termination for Default.  In addition to the rights reserved to it under the contract, the County may 
terminate the contract in whole or in part due to Contractor’s failure to: 
 
a. 
Comply with any requirement, term, or condition of the contract; 
 
b. 
Obtain and maintain all required insurance policies, bonds, licenses, and permits; 
 
c. 
Make satisfactory progress in carrying out the work; or 
 
d. 
Failure to conduct business in an ethical or legal manner.

Contract 234128ROQ Page 32 
 
 
Procurement Officer shall give written notice of the termination and the reasons for it. Upon termination 
under this paragraph, all documents, data and reports prepared by Contractor under the contract and all 
necessary and attributable unfinished materials on hand, work in progress, work completed, and work 
accepted will become County's property, and Contractor shall deliver all of it immediately on demand. The 
Contractor shall continue to perform, in accordance with the requirements of the Contract, up to the date of 
termination, as directed in the termination notice. The County may, following termination of the contract 
under this paragraph, procure on terms and in the manner it determines to be appropriate materials or 
services to replace those that were to have been provided or performed by Contractor, and Contractor will 
be liable to the County for any excess cost the County incurs in procuring such substitutes. 
 
25. CONTRACT CLAIMS 
 
25.1 
Claim Resolution.  All claims and controversies shall be subject to the Pinal County Procurement Code. 
 
25.2 
Arbitration.  It is understood and agreed that no provision of any resulting contract shall require arbitration 
upon the County except by the County's express written consent given subsequent to the execution of the 
contract. However, if both parties agree, disputes may be resolved through arbitration. The dispute shall be 
resolved as provided for in A.R.S. § 12-1501, et seq. The Contractor shall continue to render the services 
required by this contract without interruption, notwithstanding the provisions of this section.

Grant Terms and Conditions Page 1 of 16 
 
Attachment C-1 
Federal Certifications  
Addendum for Agreements Funded by U.S. Federal Grant 
 
 
Source of Funding:  
 
Catalog of Federal Domestic Assistance (CFDA) Number: # XX.XXX 
Link to program: XXXX 
 
References: 
 
Code of Federal Regulations (“CFR”), Title 2, Part 200 Uniform Requirements: 
 
• CFR, Title 2: Grants and Agreements PART 200: Uniform Administrative Requirements, Cost 
Principles, and Audit Requirements for Federal Awards 
 
• Supplemented by the Department of Justice: 2 CFR Part 2800 
 
Federal Grants Financial Guide: DOJ Financial Guide 
 
Definitions: 
 
Allocable Costs. See 2 CFR § 200.405 Allocable costs. 
(a) A cost is allocable to a particular Federal award or other cost objective if the goods or services involved 
are chargeable or assignable to that Federal award or cost objective in accordance with relative benefits 
received. This standard is met if the cost: 
(1) Is incurred specifically for the Federal award; 
(2) Benefits both the Federal award and other work of the non-Federal entity and can be distributed in 
proportions that may be approximated using reasonable methods; and 
(3) Is necessary to the overall operation of the non-Federal entity and is assignable in part to the Federal 
award in accordance with the principles in this subpart. 
(b) All activities which benefit from the non-Federal entity's indirect (F&A) cost, including unallowable 
activities and donated services by the non-Federal entity or third parties, will receive an appropriate 
allocation of indirect costs. 
(c) Any cost allocable to a particular Federal award under the principles provided for in this part may not be 
charged to other Federal awards to overcome fund deficiencies, to avoid restrictions imposed by Federal 
statutes, regulations, or terms and conditions of the Federal awards, or for other reasons. However, this 
prohibition would not preclude the non-Federal entity from shifting costs that are allowable under two

Grant Terms and Conditions Page 2 of 16 
 
or more Federal awards in accordance with existing Federal statutes, regulations, or the terms and 
conditions of the Federal awards. 
(d) Direct cost allocation principles. If a cost benefits two or more projects or activities in proportions that 
can be determined without undue effort or cost, the cost must be allocated to the projects based on the 
proportional benefit. If a cost benefits two or more projects or activities in proportions that cannot be 
determined because of the interrelationship of the work involved, then, notwithstanding paragraph (c) 
of this section, the costs may be allocated or transferred to benefitted projects on any reasonable 
documented basis. Where the purchase of equipment or other capital asset is specifically authorized 
under a Federal award, the costs are assignable to the Federal award regardless of the use that may be 
made of the equipment or other capital asset involved when no longer needed for the purpose for 
which it was originally required. See also 2 CFR §§ 200.310 (Insurance coverage) through 200.316 
(Property trust relationship) and 200.439 (Equipment and other capital expenditures). 
(e) If the contract is subject to CAS, costs must be allocated to the contract pursuant to the Cost Accounting 
Standards. To the extent that CAS is applicable, the allocation of costs in accordance with CAS takes 
precedence over the allocation provisions in this part. 
Allowable Costs. See 2 CFR § 200.403 Factors affecting allowability of costs. 
Except where otherwise authorized by statute, costs must meet the following general criteria in order to be 
allowable under Federal awards: 
(a) Be necessary and reasonable for the performance of the Federal award and be allocable thereto under 
these principles. 
 
(b) Conform to any limitations or exclusions set forth in these principles or in the Federal award as to types 
or amount of cost items. 
 
(c) Be consistent with policies and procedures that apply uniformly to both federally-financed and other 
activities of the non-Federal entity. 
 
(d) Be accorded consistent treatment. A cost may not be assigned to a Federal award as a direct cost if any 
other cost incurred for the same purpose in like circumstances has been allocated to the Federal award 
as an indirect cost. 
 
(e) Be determined in accordance with generally accepted accounting principles (GAAP), except, for state 
and local governments and Indian tribes only, as otherwise provided for in this part. 
 
(f) Not be included as a cost or used to meet cost sharing or matching requirements of any other federally-
financed program in either the current or a prior period. See also 2 CFR § 200.306 (Cost sharing or 
matching) paragraph (b). 
 
(g) Be adequately documented. See also 2 CFR §§ 200.300 (Statutory and national policy requirements) 
through 200.309 (Modifications to Period of performance). 
 
Catalog of Federal Domestic Assistance (CFDA) Number. A five-digit number assigned by the Federal Awarding 
Agency in the awarding document of most grants and cooperative agreements funded by the Federal 
government.

Grant Terms and Conditions Page 3 of 16 
 
 
Construction Work. The regulation at 41 CFR § 60-1.3 defines “construction work” as the construction, 
rehabilitation, alteration, conversion, extension, demolition, or repair of buildings, highways, or other changes 
or improvements to real property, including facilities providing utility services. The term also includes the 
supervision, inspection, and other onsite functions incidental to the actual construction. 
 
Contract. A legal instrument by which a non–Federal entity purchases property or services needed to carry out 
the project or program under a Federal award. The term as used in this part does not include a legal instrument, 
even if the non–Federal entity considers it a contract, when the substance of the transaction meets the 
definition of a Federal award or subaward. 
 
Contractor. An entity that receives a contract as defined in Contract. 
 
Cooperative Agreement.  A legal instrument of financial assistance between a Federal awarding agency or pass-
through entity and a non–Federal entity that, consistent with 31 USC §§ 6302–6305:  
 
(a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from 
the Federal awarding agency or pass-through entity to the non–Federal entity to carry out a public 
purpose authorized by a law of the United States (see 31 USC § 6101(3)); and not to acquire property or 
services for the Federal government or pass-through entity's direct benefit or use; 
 
(b) Is distinguished from a grant in that it provides for substantial involvement between the Federal 
awarding agency or pass-through entity and the non–Federal entity in carrying out the activity 
contemplated by the Federal award.  
 
(c) The term does not include:  
(1) A cooperative research and development agreement as defined in 15 USC § 3710a; or  
(2) An agreement that provides only:  
(i)  Direct United States Government cash assistance to an individual;  
(ii)  A subsidy;  
(iii) A loan;  
(iv)  A loan guarantee; or  
(v)  Insurance. 
 
Federally Assisted Construction Contract. The regulation at 41 CFR § 60-1.3 defines a “federally assisted 
construction contract” as any agreement or modification thereof between any applicant and a person for 
construction work which is paid for in whole or in part with funds obtained from the Government or borrowed 
on the credit of the Government pursuant to any Federal program involving a grant, contract, loan, insurance, or 
guarantee, or undertaken pursuant to any Federal program involving such grant, contract, loan, insurance, or 
guarantee, or any application or modification thereof approved by the Government for a grant, contract, loan, 
insurance, or guarantee under which the applicant itself participates in the construction work. 
 
Federal awarding agency. The Federal agency that provides a Federal award directly to a non–Federal entity 
 
Federal Award. Depending on the context, in either paragraph (a) or (b) of this section:

Grant Terms and Conditions Page 4 of 16 
 
(a) 
(1) The Federal financial assistance that a non–Federal entity receives directly from a Federal 
awarding agency or indirectly from a pass-through entity, as described in 2 CFR § 200.101 
(Applicability); or  
 
(2) The cost-reimbursement contract under the Federal Acquisition Regulations that a non–Federal 
entity receives directly from a Federal awarding agency or indirectly from a pass-through entity, as 
described in 2 CFR § 200.101 (Applicability).  
 
(b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, 
cooperative agreement, other agreement for assistance covered in paragraph (b) of 2 CFR § 200.40 
Federal financial assistance, or the cost-reimbursement contract awarded under the Federal Acquisition 
Regulations.  
 
 
(c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from 
a Contractor or a contract to operate Federal government owned, Contractor operated facilities 
(GOCOs).  
 
(d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement.  
 
Funding Agreements. The regulation at 37 CFR § 401.2(a) defines “funding agreement” as any contract, grant, or 
cooperative agreement entered into between any Federal agency, other than the Tennessee Valley Authority, 
and any Contractor for the performance of experimental, developmental, or research work funded in whole or 
in part by the Federal government. This term also includes any assignment, substitution of parties, or 
subcontract of any type entered into for the performance of experimental, developmental, or research work 
under a funding agreement as defined in the first sentence of this paragraph.  
 
Non–Federal entity. A state, local government, Indian tribe, institution of higher education (IHE), or nonprofit 
organization that carries out a Federal award as a recipient or subrecipient.  
 
Nonprofit organization.  Any corporation, trust, association, cooperative, or other organization, not including 
IHEs, that:  
 
(a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public 
interest;  
 
(b) Is not organized primarily for profit; and  
 
(c) Uses net proceeds to maintain, improve, or expand the operations of the organization.  
 
Obligations. When used in connection with a non–Federal entity's utilization of funds under a Federal award, 
orders placed for property and services, contracts and subawards made, and similar transactions during a given 
period that require payment by the non–Federal entity during the same or a future period.  
 
Pass-through entity. A non–Federal entity that provides a subaward to a subrecipient to carry out part of a 
Federal program.

Grant Terms and Conditions Page 5 of 16 
 
 
Reasonable Costs. See 2 CFR § 200.404 Reasonable costs. 
A cost is reasonable if, in its nature and amount, it does not exceed that which would be incurred by a prudent 
person under the circumstances prevailing at the time the decision was made to incur the cost. The question of 
reasonableness is particularly important when the non-Federal entity is predominantly federally-funded. In 
determining reasonableness of a given cost, consideration must be given to: 
(a) Whether the cost is of a type generally recognized as ordinary and necessary for the operation of the 
non-Federal entity or the proper and efficient performance of the Federal award. 
(b) The restraints or requirements imposed by such factors as: sound business practices; arm's-length 
bargaining; Federal, state, local, tribal, and other laws and regulations; and terms and conditions of the 
Federal award. 
(c) Market prices for comparable goods or services for the geographic area. 
(d) Whether the individuals concerned acted with prudence in the circumstances considering their 
responsibilities to the non-Federal entity, its employees, where applicable its students or membership, 
the public at large, and the Federal Government. 
(e) Whether the non-Federal entity significantly deviates from its established practices and policies 
regarding the incurrence of costs, which may unjustifiably increase the Federal award's cost. 
Recipient. A non–Federal entity that receives a Federal award directly from a Federal awarding agency to carry 
out an activity under a Federal program. The term recipient does not include subrecipients.  
 
Simplified acquisition threshold. The dollar amount below which a non–Federal entity may purchase property or 
services using small purchase methods. Non–Federal entities adopt small purchase procedures in order to 
expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition 
threshold is set by the Federal Acquisition Regulation at 48 CFR, Part 2, Subpart 2.1 (Definitions) and in 
accordance with 41 USC § 1908. As of the publication of this part, the simplified acquisition threshold is 
$150,000, but this threshold is periodically adjusted for inflation. (Also see definition of 2 CFR § 200.67 (Micro-
purchase)). 
 
Subaward.  An award provided by a pass-through entity to a subrecipient for the subrecipient to carry out part 
of a Federal award received by the pass-through entity. It does not include payments to a Contractor or 
payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any 
form of legal agreement, including an agreement that the pass-through entity considers a contract.  
 
Subcontractor. Legal entity that enters into subcontract with a “Contractor.”  
 
Subrecipient. A non–Federal entity that receives a subaward from a pass-through entity to carry out part of a 
Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may 
also be a recipient of other Federal awards directly from a Federal awarding agency.  
 
Termination. The ending of a Federal award, in whole or in part at any time prior to the planned end of period of 
performance.

Grant Terms and Conditions Page 6 of 16 
 
Federal Grant Provisions: 
 
The following certifications and provisions may be required and apply when Pinal County expends federal funds 
for any purchase. Pursuant to 2 CFR § 200.327, all contracts, including small purchases, awarded by Pinal County 
and Pinal County' Subcontractors shall contain the procurement provisions of Appendix II to Part 200, as 
applicable. 
 
1. Termination for Default. Pinal County reserves all rights and privileges under the applicable laws and 
regulations with respect to this contract in the event of breach of contract. Pursuant to 2 CFR Part 200, 
Appendix II, paragraph (B), the County may terminate the contract in whole or in part for cause due to 
Contractor’s failure to: 
 
(a) Comply with any requirement, term, or condition of the contract; 
 
(b) Obtain and maintain all required insurance policies, bonds, licenses, and permits; 
 
(c) Make satisfactory progress in carrying out the work; or 
 
(d) Failure to conduct business in an ethical or legal manner. 
 
Procurement Officer shall give written notice of the termination and the reasons for it. Upon termination 
under this paragraph, all documents, data and reports prepared by Contractor under the contract and all 
necessary and attributable unfinished materials on hand, work in progress, work completed, and work 
accepted will become County's property, and Contractor shall deliver all of it immediately on demand. The 
Contractor shall continue to perform, in accordance with the requirements of the Contract, up to the date of 
termination, as directed in the termination notice. The County may, following termination of the contract 
under this paragraph, procure on terms and in the manner it determines to be appropriate materials or 
services to replace those that were to have been provided or performed by Contractor, and Contractor will 
be liable to the County for any excess cost the County incurs in procuring such substitutes. 
2. Termination for Convenience. Pursuant 2 CFR Part 200, Appendix II, paragraph (B), when Pinal County 
expends federal funds, Pinal County reserves the right to immediately terminate any contract, in whole or in 
part at any time, when in the best interests of the County without penalty or recourse. The Contractor shall 
be entitled to receive just and equitable compensation for work in progress, work completed, and materials 
accepted before the effective date of termination. 
 
3. Equal Employment Opportunity. Pursuant to 41 CFR, Chapter 60, Part 60-1, the Contractor agrees as follows 
during the performance of this contract: 
 
(a) The Contractor will not discriminate against any employee or applicant for employment because of 
race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will 
take affirmative action to ensure that applicants are employed, and that employees are treated 
during employment without regard to their race, color, religion, sex, sexual orientation, gender 
identity, or national origin. Such action shall include, but not be limited to the following:

Grant Terms and Conditions Page 7 of 16 
 
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or 
termination; rates of pay or other forms of compensation; and selection for training, including 
apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and 
applicants for employment, notices to be provided setting forth the provisions of this 
nondiscrimination clause. 
 
(b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the 
Contractor, state that all qualified applicants will receive consideration for employment without 
regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 
 
(c) The Contractor will not discharge or in any other manner discriminate against any employee or 
applicant for employment because such employee or applicant has inquired about, discussed, or 
disclosed the compensation of the employee or applicant or another employee or applicant. This 
provision shall not apply to instances in which an employee who has access to the compensation 
information of other employees or applicants as a part of such employee's essential job functions 
discloses the compensation of such other employees or applicants to individuals who do not 
otherwise have access to such information, unless such disclosure is in response to a formal 
complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an 
investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish 
information. 
 
(d) The Contractor will send to each labor union or representative of workers with which he has a 
collective bargaining agreement or other contract or understanding, a notice to be provided advising 
the said labor union or workers' representatives of the Contractor's commitments under this 
section, and shall post copies of the notice in conspicuous places available to employees and 
applicants for employment. 
 
(e) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and 
of the rules, regulations, and relevant orders of the Secretary of Labor. 
 
(f) The Contractor will furnish all information and reports required by Executive Order 11246 of 
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant 
thereto, and will permit access to his books, records, and accounts by the administering agency and 
the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, 
regulations, and orders. 
 
(g) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract 
or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or 
suspended in whole or in part and the Contractor may be declared ineligible for further Government 
contracts or federally assisted construction contracts in accordance with procedures authorized in 
Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and 
remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, 
regulation, or order of the Secretary of Labor, or as otherwise provided by law. 
 
(h) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and 
the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless

Grant Terms and Conditions Page 8 of 16 
 
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of 
Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each 
Subcontractor or vendor. The Contractor will take such action with respect to any subcontract or 
purchase order as the administering agency may direct as a means of enforcing such provisions, 
including sanctions for noncompliance: Provided, however, that in the event a Contractor becomes 
involved in, or is threatened with, litigation with a Subcontractor or vendor as a result of such 
direction by the administering agency, the Contractor may request the United States to enter into 
such litigation to protect the interests of the United States. 
 
The applicant further agrees that it will be bound by the above equal opportunity clause with 
respect to its own employment practices when it participates in federally assisted construction 
work: Provided, That if the applicant so participating is a State or local government, the above equal 
opportunity clause is not applicable to any agency, instrumentality or subdivision of such 
government which does not participate in work on or under the contract. 
 
The applicant agrees that it will assist and cooperate actively with the administering agency and the 
Secretary of Labor in obtaining the compliance of Contractors and Subcontractors with the equal 
opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it 
will furnish the administering agency and the Secretary of Labor such information as they may 
require for the supervision of such compliance, and that it will otherwise assist the administering 
agency in the discharge of the agency's primary responsibility for securing compliance. 
 
The applicant further agrees that it will refrain from entering into any contract or contract 
modification subject to Executive Order 11246 of September 24, 1965, with a Contractor debarred 
from, or who has not demonstrated eligibility for, Government contracts and federally assisted 
construction contracts pursuant to the Executive Order and will carry out such sanctions and 
penalties for violation of the equal opportunity clause as may be imposed upon Contractors and 
Subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D 
of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with 
these undertakings, the administering agency may take any or all of the following actions: Cancel, 
terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain 
from extending any further assistance to the applicant under the program with respect to which the 
failure or refund occurred until satisfactory assurance of future compliance has been received from 
such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. 
 
 
4. Compliance with Davis-Bacon Act. Pursuant to the Davis-Bacon Act (40 USC §§ 3141-3148) as supplemented 
by Department of Labor regulations at 29 CFR Part 5 (Labor Standards Provisions Applicable to Contracts 
Covering Federally Financed and Assisted Construction) and 2 CFR Part 200, Appendix II(D), Contractor 
agrees as follows during the performance of this Contract: 
 
(a) All transactions regarding this contract shall be done in compliance with the Davis-Bacon Act (40 
USC §§ 3141- 3144, and 3146-3148) and the applicable requirements of 29 CFR pt. 5. The Contractor 
shall comply with 40 USC §§ 3141-3144, and 3146-3148 and the applicable requirements of 29 CFR 
pt. 5.

Grant Terms and Conditions Page 9 of 16 
 
(b) Contractors are required to pay wages to laborers and mechanics at a rate not less than the 
prevailing wages specified in a wage determination made by the Secretary of Labor. 
 
(c) Additionally, Contractors are required to pay wages not less than once a week 
 
Reference link for Labor Standards https://www.hud.gov/sites/documents/4010.PDF 
 
5. Compliance with the Copeland “Anti-Kickback” Act.  Pursuant to the Copeland “Anti-Kickback” Act (40 USC § 
3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and 
Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the 
United States”), Contractor agrees as follows during the performance of this contract: 
 
(a) Contractor. The Contractor shall comply with 18 USC § 874, 40 USC § 3145, and the requirements of 
29 CFR pt. 3 as may be applicable, which are incorporated by reference into this contract.  
 
(b) Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clause above and 
such other clauses as the Federal Awarding Agency may by appropriate instructions require, and 
also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. 
The prime Contractor shall be responsible for the compliance by any Subcontractor or lower tier 
Subcontractor with all of these contract clauses.  
 
(c) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and 
for debarment as a Contractor and Subcontractor as provided in 29 CFR § 5.12.” 
 
6. Compliance with the Contract Work Hours and Safety Standards Act. Pursuant to 40 USC §§ 3702 and 3704, 
as supplemented by Department of Labor regulations at 29 CFR Part 5 (see 2 CFR Part 200, Appendix II (E)), 
Contractor agrees as follows during the performance of this Contract: 
  
(a) Overtime requirements. No Contractor or Subcontractor contracting for any part of the contract 
work which may require or involve the employment of laborers or mechanics shall require or permit 
any such laborer or mechanic in any workweek in which he or she is employed on such work to work 
in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at 
a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of 
forty hours in such workweek.  
 
(b) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause 
set forth in paragraph (a) of this section the Contractor and any Subcontractor responsible therefor 
shall be liable for the unpaid wages. In addition, such Contractor and Subcontractor shall be liable to 
the United States (in the case of work done under contract for the District of Columbia or a territory, 
to such District or to such territory), for liquidated damages. Such liquidated damages shall be 
computed with respect to each individual laborer or mechanic, including watchmen and guards, 
employed in violation of the clause set forth in paragraph (a) of this section, in the sum of $27 for 
each calendar day on which such individual was required or permitted to work in excess of the 
standard workweek of forty hours without payment of the overtime wages required by the clause 
set forth in paragraph (a) of this section.

Grant Terms and Conditions Page 10 of 16 
 
(c) Withholding for unpaid wages and liquidated damages. Pinal County shall upon its own action or 
upon written request of an authorized representative of the Department of Labor withhold or cause 
to be withheld, from any moneys payable on account of work performed by the Contractor or 
Subcontractor under any such contract or any other Federal contract with the same prime 
Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety 
Standards Act, which is held by the same prime Contractor, such sums as may be determined to be 
necessary to satisfy any liabilities of such Contractor or Subcontractor for unpaid wages and 
liquidated damages as provided in the clause set forth in paragraph (b) of this section.  
 
(d) Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clauses set forth 
in paragraph (a) through (d) of this section and also a clause requiring the Subcontractors to include 
these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for 
compliance by any Subcontractor or lower tier Subcontractor with the clauses set forth in 
paragraphs (a) through (d) of this section.  
 
7. Compliance with Section 3 Requirements. Pursuant to 24 CFR § 135.38, Contractor agrees as follows during 
the performance of this Contract. Contractor will be required to submit Section 3 compliance forms within 
three (3) days of contract award.  
  
(a) The work to be performed under this contract is subject to the requirements of Section 3 of the 
Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3). The purpose 
of Section 3 is to ensure that the employment and other economic opportunities generated by HUD 
assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be 
directed to low - and very low-income persons in the project area. 
 
(b) The parties to this contract agree to comply with HUD's regulations in 24 CFR part 75, which 
implement Section 3. As evidenced by their execution of this contract, the parties to this contract 
certify that they are under no contractual or other impediment that would prevent them from 
complying with the part 75 regulations. 
 
(c) The contractor agrees to send to each labor organization or representative of workers with which 
the contractor has a collective bargaining agreement or other understanding, if any, a notice 
advising the labor organization or workers' representative of the contractor's commitments under 
this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where 
both employees and applicants for training and employment positions can see the notice. The notice 
shall describe the Section 3 preference; job titles subject to hire; availability of apprenticeship and 
training positions; the qualifications for each; the name and location of the person(s) taking 
applications for each of the positions; and the anticipated date the work shall begin. 
 
(d) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance 
with regulations in 24 CFR part 75 and agrees to take appropriate action, as provided in an 
applicable provision of the subcontractor in this Section 3 clause, upon a finding that the 
subcontractor is in violation of the regulations in 24 CFR part 75. The contractor will not subcontract 
with any subcontractor where the contractor has notice or knowledge that the subcontractor has 
been found in violation of the regulations in 24 CFR part 75.

Grant Terms and Conditions Page 11 of 16 
 
(e) The contractor will certify that any vacant employment positions, including training positions, that 
are filled: 1) after the contractor is selected but before the contract is executed; and 2) with persons 
other than those to whom the regulations of 24 CFR part 75 require employment opportunities to 
be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 75. 
 
(f) Noncompliance with HUD's regulations in 24 CFR part 75 may result in sanctions, termination of 
this contract for default and debarment or suspension from future HUD assisted contracts. 
 
8. Rights to Inventions Made Under a Contract or Agreement. Contractor agrees to comply with the 
requirements of 37 CFR Part 401, 2 CFR § 200, Appendix II (F), and any other applicable regulations issued by 
the Federal Awarding Agency during the performance of this contract.  
 
9. Clean Air Act. The Contractor agrees to comply with all applicable standards, orders or regulations issued 
pursuant to the Clean Air Act, as amended, 42 USC § 7401 et seq. 
 
(a) The Contractor agrees to report each violation to Pinal County and understands and agrees that 
Pinal County will, in turn, report each violation as required to assure notification to the Federal 
Emergency Management Agency, and the appropriate Environmental Protection Agency Regional 
Office.  
 
(b) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 
financed in whole or in part with Federal assistance provided by the Federal Awarding Agency.  
 
10. Federal Water Pollution Control Act. The Contractor agrees to comply with all applicable standards, orders, 
or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 USC §§ 1251 et 
seq. 
 
(a) The Contractor agrees to report each violation to Pinal County and understands and agrees that the 
Pinal County will, in turn, report each violation as required to assure notification to the Federal 
Emergency Management Agency, and the appropriate Environmental Protection Agency Regional 
Office.  
 
(b) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 
financed in whole or in part with Federal assistance provided by the Federal Awarding Agency. 
 
11. Suspension and Debarment. Pursuant to Executive Orders 12549 and 12689, Pinal County may, by written 
notice to Contractor, immediately terminate this Contract if Pinal County determines that the Contractor has 
been disbarred, suspended, or otherwise lawfully prohibited from participating in any public procurement 
activity, including, but not limited to, being disapproved as a Subcontractor of any public procurement unit 
or other governmental body. Contractor certifies that neither it nor its principals is presently debarred, 
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any 
federal department or agency. If at any time during the term of this contract, the Contractor or its principals 
becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from 
participation by any federal department or agency, the Contractor will notify Pinal County.  
 
Contractor agrees to comply with the following during the performance of this contract.

Grant Terms and Conditions Page 12 of 16 
 
 
(a) This contract is a covered transaction for purposes of 2 CFR pt. 180 and 2 CFR pt. 3000. As such, the 
Contractor is required to verify that none of the Contractor’s principals (defined at 2 CFR § 180.995) 
or its affiliates (defined at 2 CFR § 180.905) are excluded (defined at 2 CFR § 180.940) or disqualified 
(defined at 2 CFR § 180.935).  
 
(b) The Contractor must comply with 2 CFR pt. 180, subpart C and 2 CFR pt. 3000, subpart C, and must 
include a requirement to comply with these regulations in any lower tier covered transaction it 
enters into.  
 
(c) This certification is a material representation of fact relied upon by Pinal County.  If it is later 
determined that the Contractor did not comply with 2 CFR pt. 180, subpart C and 2 CFR pt. 3000, 
subpart C, in addition to remedies available to the County, the Federal Government may pursue 
available remedies, including but not limited to suspension and/or debarment.  
 
(d) The Contractor agrees to comply with the requirements of 2 CFR pt. 180, subpart C and 2 CFR pt. 
3000, subpart C while this offer is valid and throughout the period of any contract that may arise 
from this offer. The bidder or proposer further agrees to include a provision requiring such 
compliance in its lower tier covered transactions.  
 
12. Byrd Anti-Lobbying Amendment, 31 USC § 1352 (as amended). The Contractor agrees to comply with the 
following during the term of this Contract: 
 
(a) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to 
any person for influencing or attempting to influence an officer or employee of any agency, a 
Member of Congress, an officer or employee of congress, or an employee of a Member of Congress 
in connection with the awarding of a Federal contract, the making of a Federal grant, the making of 
a Federal loan, the entering into a cooperative agreement, and the extension, continuation, 
renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. 
 
(b)  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, a Member of Congress, 
an officer or employee of congress, or an employee of a Member of Congress in connection with this 
Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-
LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.  
 
(c) The undersigned shall require that the language of this certification be included in the award 
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under 
grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose 
accordingly.  
 
(d) The Contractor, certifies or affirms the truthfulness and accuracy of each statement of its 
certification and disclosure, if any. In addition, the Contractor understands and agrees that the 
provisions of 31 USC Chapter 38, Administrative Remedies for False Claims and Statements, apply to 
this certification and disclosure, if any.

Grant Terms and Conditions Page 13 of 16 
 
13. Procurement of Recovered Materials. Contractor agrees to comply with Section 6002 of the Solid Waste 
Disposal Act, as amended by the Resource Conservation and Recovery Act (See 42 USC §§ 6901 et seq.; and 
2 CFR § 200.323) during the performance of this contract. 
 
(a) In the performance of this contract, the Contractor shall make maximum use of products containing 
recovered materials that are EPA-designated items unless the product cannot be acquired 
i. 
Competitively within a timeframe providing for compliance with the contract performance 
schedule; 
ii. 
Meeting contract performance requirements; or 
iii. 
At a reasonable price. 
 
(b) Information about this requirement, along with the list of EPA- designated items, is available at 
EPA’s Comprehensive Procurement Guidelines web site, 
https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program.  
 
(c) The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the 
Solid Waste Disposal Act.  
 
14. Fly Ash Certification. Contractor agrees to comply with the following during the performance of this 
contract. 
 
(a) The percentage of fly ash in the concrete or cement is or will be consistent with the amounts 
required by the EPA Guidelines, Statutes, and/or Regulations for federally funded projects involving 
procurement of cement and/or concrete (Solid Waste Disposal Act; Resource Conservation and 
Recovery Act).  
 
15. Fingerprint and Background Checks. In accordance with ARS § 15-512(H), a Contractor, Subcontractor or 
vendor, any employee of a Contractor, Subcontractor or vendor who is contracted to provide services on a 
regular basis at an individual school may be required to obtain a valid fingerprint clearance card pursuant to 
ARS §§ 41-1758 et seq.  
 
16. Civil Rights Act of 1964, Title VI. Contractor agrees to comply with the Civil Rights Act of 1964, as amended, 
(42 USC § 2000d and 28 CFR § 42.101 et seq.) that provides no person on the basis of Race, Color, or 
National Origin shall be excluded from participation, denied program benefits, or subjected to 
discrimination. 
 
17. Rehabilitation Act of 1973, Section 504. Contractor agrees to comply with Section 504 of the Rehabilitation 
Act of 1973 (29 USC § 794 and 28 CFR §§ 42.501 et seq.), as emended,  that no otherwise individual shall 
solely by reason of his or her handicap be excluded from participation and/or employment, denied program 
benefits, subjected to discrimination under any program receiving federal funds. 
 
18. Age Discrimination Act of 1975. Contractor agrees to comply with the Age Discrimination Act of 1975 (42 
USC §§ 6101-6107 and 28 CFR § 42.700 et seq.), as amended, that no person shall be excluded from 
participation, denied program benefits, or subjected to discrimination on the basis of age under any 
program or activity receiving federal funds.

Grant Terms and Conditions Page 14 of 16 
 
19. Americans with Disabilities Act of 1990. Contractor agrees to comply with Title II of the Americans with 
Disabilities Act of 1990 (42 USC §§ 12131-12134 and 28 CFR pt. 35), as amended, that there shall be no 
employment discrimination against “qualified individuals with disabilities.” 
 
20. Other Grant Specific Regulations. Contractor agrees to comply with the following during the performance of 
this contract.  
 
List here 
 
21. Access to records. The following access to records requirements apply to this contract:  
 
(a) The Contractor agrees to provide the State of Arizona, Pinal County, the Federal Awarding Agency 
Administrator, the Comptroller General of the United States, or any of their authorized 
representatives access to any books, documents, papers, and records of the Contractor which are 
directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and 
transcriptions.  
 
(b) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever 
or to copy excerpts and transcriptions as reasonably needed.  
 
(c) The Contractor agrees to provide the Federal Awarding Administrator or his authorized 
representatives access to construction or other work sites pertaining to the work being completed 
under the contract.  
 
(d) In compliance with the Disaster Recovery Reform Act of 2018, the Pinal County and the Contractor 
acknowledge and agree that no language in this contract is intended to prohibit audits or internal 
reviews by the Federal Awarding Agency Administrator or the Comptroller General of the United 
States.  
 
(e) Contractor certifies that it will comply with the record retention requirements detailed in 2 CFR § 
200.334. The Contractor further certifies that Contractor will retain all records as required by 2 CFR 
§ 200.334 for a period of three years after grantees or subgrantees submit final expenditure reports 
or quarterly or annual financial reports, as applicable, and all other pending matters are closed.  
 
22. Contract changes and amendments. There will be no oral changes to this Agreement. This Agreement can 
only be modified in a writing signed by both parties. Amendments agreed to by both parties may modify the 
method, price, or schedule of the work without breaching the contract. The language of the clause may 
differ depending on the nature of the contract and the end-item procured. No charge for extra work or 
material will be allowed unless approved in writing, in advance, by the County and Contractor.  
 
23. Uniform administrative requirements, cost principles, and audit requirements. Pinal County adheres to the 
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for all federal awards 
included in 2 CFR Part 200. The federal cost principles require all costs for projects to be allowable, 
reasonable, and allocable. Therefore transparency of the cost proposal is required to ensure compliance.

Grant Terms and Conditions Page 15 of 16 
 
24. Buy American provision. Contractor will purchase, to the maximum extent practicable, domestic 
commodities or products in accordance with 48 CFR § 52.225-1 through § 52.225-26 and 41 USC Chapter 83. 
The Contractor shall purchase, to the maximum extent practicable, domestic agricultural commodities or 
products substantially processed in the United States. “Substantially” means the final processed product 
contains over 51% domestically grown agricultural commodities. The provision applies to all food purchases 
paid from the nonprofit school food service account. There are limited exceptions to this provision, however 
before utilizing an exception, alternatives to purchasing non-domestic food products should be considered. 
The County has preference for domestic end products for supplies acquired for the use in the United States 
when spending federal funds (purchases that are made with non-federal funds or grants are excluded from 
the Buy America Act). Contractor certifies that it is in compliance with all applicable provisions of the Buy 
America Act. 
Exceptions to the Buy American provision should be used as a last resort; exceptions include: (1) the product 
is not produced or manufactured in the U.S. in sufficient and reasonable available quantities or of a 
satisfactory quality, or (2) costs of a U.S. product are significantly higher than the non-domestic product. 
To be considered for the alternative or exception to the Buy American provision, the request must be 
submitted in writing to the designated Pinal County procurement official, a minimum of 7 days prior to 
delivery date. The request must include: (1) the alternative substitutes that are domestic and meet the 
required specifications, with price and (2) the reason for exception, with limited/lack of availability or price. 
If price, include the price of the domestic food product and the price of the non-domestic product that 
meets the required specifications of the domestic product. 
25. Federal awarding agency seal, logo, and flags. The Contractor shall not use the Federal Awarding Agency 
seal(s), logos, crests, or reproductions of flags or likenesses of the Federal Awarding Agency officials without 
specific pre-approval from the Federal Awarding Agency. 
 
26. Compliance with federal law, regulations, and executive orders. This is an acknowledgement that financial 
assistance provided by the Federal Awarding Agency will be used to fund all or a portion of the contract. The 
Contractor will comply with all applicable Federal law, regulations, executive orders, Federal Awarding 
Agency policies, procedures, and directives. 
 
27. No obligation by federal government. The Federal Government is not a party to this contract and is not 
subject to any obligations or liabilities to the non-Federal entity, Contractor, or any other party pertaining to 
any matter resulting from the contract.  
 
28. Program fraud and false or fraudulent statements or related acts. The Contractor acknowledges that 31 USC 
Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor’s actions 
pertaining to this contract.  
 
Contractor agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. 
It is further acknowledged that Contractor certifies compliance with all provisions, laws, acts, regulations, etc. as 
specifically noted above.

Contract 234128ROQ Page 34 
 
Exhibit A 
Scope of Work 
 
To be included as a separate exhibit to the contract.   
The final Scope of Work (SOW) exhibit is the solicitation SOW including addenda and negotiated changes.

Contract 234128ROQ Page 35 
 
Exhibit B 
Contract Pricing 
 
To be included as a separate exhibit to the contract.  Pricing reflects final negotiated contract pricing.

Contract 234128ROQ Page 36 
 
Exhibit C 
Responder’s Proposal 
 
To be included as a separate exhibit to the contract.  This exhibit is made up of the Responder’s proposal.  Clarification questions 
asked and supplier responses will be added as part of the Responder’s proposal exhibit.