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Solicitation 180233-RFP
ORACLE PRODUCTS AND SERVICES
Bid Designation: Public
Maricopa County
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Bid 180233 -RFP
ORAC LE PRODUCTS AND SERV ICES
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Pre - %LG&RQIHUHQFH Jun 6, 2018 10:00:00 AM MST
Att endan ce is m anda tory
Location: THERE WILL BE A MANDATORY PRE - PROPOSA L CONFERENCE ON JUNE 6, 2018 AT 10:00 AM MST, AT THE MAR ICOPA COUNTY OFF ICE OF PROCURE MENT SERV ICES , 320 WEST LINCO LN STREET , FIRST FLOOR CONFERENCE ROO M, PHOEN IX, ARIZONA 85003. VENDORS MAY PARK IN SPACES DES IGNATED FOR OPS . YOU MAY ALSO PART ICIPATE VIA CONFERENCE CA LL BY DIALING 602 -506 - 9695 AND ENTER ING PASS CODE 671693. VENDORS SHOU LD MAKE EVERY EFFORT TO ATTEND IN PERSON .
Bid Commen ts
Maricopa County (herein ³Lead Public Agency´) on behalf of itself and all states, local governments, school districts, higher education institutions, other government agencies and nonprofit organizations in the United States of America (herein ³Participating Public Agencies´) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Oracle Products, Services and Solutions (herein ³Products and Services´).
ALL PRODUCTS OFFERED MUST BE NEW, UNUSED, LATEST DESIGN AND TECHNOLOGY.
Item Response Form
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NOTICE OF SOLICITATION
SERIAL 180233-RFP
REQUEST FOR PROPOSAL FOR: ORACLE PRODUCTS AND SERVICES
Notice is hereby given that Maricopa County is conducting this request for proposals, electronically through an outside agent, BidSync.com, until 2:00 P.M. MST on JUNE 26, 2018 for SERIAL #180233-REQUEST FOR PROPOSALS FOR ORACLE PRODUCTS AND SERVICES.
To participate in this bidding process, vendors shall register through BidSync.com. To register with BidSync, please go to (www.BidSync.com) and click on the orange ‘Register’ link. Registration has no cost and will allow you to access all of the bid information, bid documents, receive bid notifications, and submit a response. ONLY RESPONSES THAT ARE SUBMITTED THROUGH BIDSYNC.COM WILL BE CONSIDERED FOR AWARD.
For assistance, please contact BidSync Vendor Support Department via phone or email, during regular business hours: 1- 800-990-9339 or ([email protected]).
All responses shall be submitted electronically to BidSync.com prior to the bid closing. The bid will be listed under “180233-RFP REQUEST FOR PROPOSAL FOR ORACLE PRODUCTS AND SERVICES ”.
The Maricopa County Procurement Code (“The Code”) governs this procurement and is incorporated by reference. Any protest concerning this Request for Proposal must be filed with the Procurement Officer in accordance with Section MC1- 905 of the Code.
ALL ADMINISTRATIVE INFORMATION CONCERNING THIS REQUEST FOR PROPOSAL CAN BE LOCATED AT (https://www.maricopa.gov/DocumentCenter/View/6453).
ANY ADDENDA TO THIS REQUEST FOR PROPOSAL WILL BE POSTED ON THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES WEB SITE UNDER THE SOLICITATION SERIAL NUMBER. THIS INFORMATION WILL ALSO BE POSTED ONLINE AT (WWW.BIDSYNC.COM).
FAILURE TO REVIEW ANY ADDENDA DOES NOT NEGATE YOUR INITIAL OFFER AND HOLDS THE RESPONDENT RESPONSIBLE FOR ANY CHANGES PRIOR TO BID CLOSING.
DIRECT ALL INQUIRIES TO:
BRIAN WALSH
PROCUREMENT OFFICER
TELEPHONE: (602) 506-3243
EMAIL: [email protected]
THERE WILL BE A MANDATORY PRE-PROPOSAL CONFERENCE ON JUNE 6, 2018 AT 10:00 AM MST, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, FIRST FLOOR CONFERENCE ROOM, PHOENIX, ARIZONA 85003. VENDORS MAY PARK IN SPACES DESIGNATED FOR OPS. YOU MAY ALSO PARTICIPATE VIA CONFERENCE CALL BY DIALING 602-506- 9695 AND ENTERING PASS CODE 671693. VENDORS SHOULD MAKE EVERY EFFORT TO ATTEND IN PERSON.
NOTE: MARICOPA COUNTY PUBLISHES ITS SOLICITATIONS ONLINE AND THEY ARE AVAILABLE FOR VIEWING AND/OR DOWNLOADING AT THE FOLLOWING INTERNET ADDRESS:
https://www.maricopa.gov/2191/Open-Solicitations
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SERIAL 180233-RFP
TABLE OF CONTENTS
NOTICE
TABLE OF CONTENTS
SECTIONS:
1.0 INTRODUCTION AND BACKGROUND
2.0 SCOPE OF WORK
3.0 PROCUREMENT REQUIREMENTS
4.0 TERMS AND CONDITIONS
5.0 INSTRUCTIONS
ATTACHMENTS:
ATTACHMENT A PRICING
ATTACHMENT B AGREEMENT/SIGNATURE PAGE
ATTACHMENT C REFERENCES
ATTACHMENT D US COMMUNITIES (APPENDIXES, THESE SHALL BE COMPLETED, SIGNED AS APPROPRIATE AND RETURNED WITH THE RESPONSE).
1. SUPPLIER QUALIFICATIONS
2. US COMMUNITIES ADMINISTRATION AGREEMENT INFORMATION
3. SUPPLIER WORKSHEET
4. NEW SUPPLIER IMPLEMENTATION CHECKLIST
5. SUPPLIER INFORMATION
EXHIBITS:
EXHIBIT 1 BIDSYNC REGISTRATION AND ELECTRONIC SUBMISSION INSTRUCTIONS EXHIBIT 2 LETTER OF TRANSMITTAL SAMPLE
EXHIBIT 3 OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER
DIEM POLICY
EXHIBIT 4 DRAFT CONTRACT
EXHIBIT 5 INSURANCE CERTIFICATE EXAMPLE
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EXHIBIT 6 MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT (MICPA)
EXHIBIT 7 U.S. COMMUNITIES ADMINISTRATION AGREEMENT
EXHIBIT 8 STATE NOTICE ADDENDUM
EXHIBIT 9 FEMA STANDARD TERMS AND CONDITIONS ADDENDUM
EXHIBIT 10 COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM
EXHIBIT 11 UNIFORM ADMINISTRATIVE GUIDANCE
EXHIBIT 12 ORACLE SOFTWARE TERMS AND CONDITIONS
EXHIBIT 13 ORACLE CLOUD SERVICES TERMS AND CONDITIONS
EXHIBIT 14 ORACLE HARDWARE TERMS AND CONDITIONS
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SERIAL 180233-RFP
REQUEST FOR PROPOSAL FOR: ORACLE PRODUCTS AND SERVICES
1.0 INTRODUCTION AND BACKGROUND
1.1 MASTER AGREEMENT
Maricopa County (herein “Lead Public Agency”) on behalf of itself and all states, local governments, school districts, higher education institutions, other government agencies and nonprofit organizations in the United States of America (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Oracle Products, Services and Solutions (herein “Products and Services”).
ALL PRODUCTS OFFERED MUST BE NEW, UNUSED, LATEST DESIGN AND TECHNOLOGY.
1.2 OBJECTIVES
1.2.1 Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Participating Public Agencies;
1.2.2 Establish the Master Agreement as a Supplier’s primary offering to Participating Public Agencies;
1.2.3 Achieve cost savings for Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals;
1.2.4 Combine the volumes of Participating Public Agencies to achieve cost effective pricing;
1.2.5 Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state of the art ordering and delivery systems;
1.2.6 Provide Participating Public Agencies with environmentally responsible products and services.
1.3 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES
Oracle Products, Services and Solutions: Offerors are to propose the broadest possible selection of Oracle Products, Services and Solutions they offer. The intent of this solicitation is to provide Participating Public Agencies with products, services and solutions to meet their various needs. Therefore, the Offerors should have demonstrated experience in providing the Products, Services and Solutions as defined in this RFP, including but not limited to:
1.3.1 Perpetual Licenses – applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle.
1.3.2 Engineered Systems – integrated software and hardware systems offered by Oracle .
1.3.3 Hardware, Servers, Storage and Networking - any servers, storage and networking products offered by Oracle.
1.3.4 Cloud Services – Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle.
1.3.5 Consulting/Professional Services – Consulting and integration services relating to Oracle products and services.
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1.3.6 Technical Support Services and/or Maintenance Support Services – telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware.
1.3.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths.
1.3.8 Financing Services– Financing services for orders and solutions.
1.4 U.S. COMMUNITIES
U.S. Communities Government Purchasing Alliance (herein “U.S. Communities”) helps Participating Public Agencies reduce the cost of purchased goods through strategic sourcing that combines the purchasing power of public agencies nationwide. This is accomplished through an award of competitively solicited contracts for high quality products and services by large and well recognized public agencies (herein “Lead Public Agencies”). The contracts are available for use by the Lead Public Agency and, also, by other Participating Public Agencies.
1.4.1 National Sponsors
U.S. Communities is jointly sponsored by the National Association of Counties (NACo), the National League of Cities (NLC), the Association of School Business Officials International (ASBO), the United States Conference of Mayors (USCM) and the National Governors Association (NGA) (herein “National Sponsors”).
1.4.2 Advisory Board
The U.S. Communities Advisory Board is made up of key government purchasing officials from across the United States.
Each Advisory Board Member is expected to actively participate in solicitations, participate in policy direction, and share expertise and purchasing innovations.
Current U.S. Communities Advisory Board Members
Auburn University, AL Great Valley School District, PA
Beaverton School District, OR Harford County Public Schools, MD City and County of Denver, CO Hennepin County, MN
City of Charlotte, NC Los Angeles County, CA
City of Chicago, IL Maricopa County, AZ
City of El Paso, TX Miami-Dade County, FL
City of Houston, TX North Carolina State University, NC City of Kansas City, MO Onondaga County, NY
City of Los Angeles, CA Port of Portland, OR
City of Ocean City, NJ Prince William County Schools, VA City of Seattle, WA San Diego Unified School District, CA Cobb County, GA State of Iowa, IA
Denver Public Schools, CO State of Louisiana, LA
Emory University, GA The Ohio State University, OH
Fairfax County, VA The School District of Collier County Fresno Unified School District, CA
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1.4.3 Participating Public Agencies
Today more than 55,000 public agencies utilize U.S. Communities contracts and suppliers to procure over $2.7 Billion Dollars in products and services annually. Each month more than 500 new users register to participate. The continuing rapid growth of public agency participation is fueled by the Program's proven track record of providing unparalleled value to public agencies.
The Supplier(s) must communicate directly with any Participating Public Agency concerning the placement of orders, issuance of the purchase order, contractual disputes, invoicing, and payment.
Maricopa County is acting as "Contracting Agent" for the Participating Public Agencies and shall not be held liable for any costs, damages, expenses, fees, liabilities, etc. incurred by any other Participating Public Agency.
Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public Agencies’ Master Agreements. Under the terms of the MICPA, the procurement by the Participating Public Agency shall be construed to be in accordance with, and governed by, the laws of the state in which the Participating Public Agency resides. A copy of the MICPA is attached as Exhibit 3.
1.4.4 Estimated Volume
The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $250 Million Dollars annually. This estimate is based on the anticipated volume of the Lead Public Agency, the U.S. Communities Advisory Board members, and current sales within the U.S. Communities program. While there is no minimum quantity of products required to be purchased under the proposed Master Agreement, Maricopa County and the U.S. Communities Advisory Board Members are committed to utilizing the Master Agreement. The Advisory Board members shall determine if the Master Agreement is of value to their agency, and will promote the Master Agreement among other public agencies nationwide. The Advisory Board in 2017 purchased more than $168 Million Dollars of products and services from existing U.S.
Communities contracts.
1.4.5 Marketing Support
U. S. Communities provides marketing support for each Supplier’s products through the following:
x National Sponsors as referenced above,
x Over 90 State and Regional Sponsors,
x Sales and marketing personnel that directly promote the U.S. Communities Suppliers to Participating Public Agencies through public agency meetings, webinars, direct mail, email, online and print advertising, social media, articles, and exhibiting and presenting at national and local trade shows.
x U.S. Communities provides Suppliers government sales training and a host of marketing and sales management tools to effectively increase sales through U.S.
Communities.
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1.4.6 Evaluation of Proposals
Proposals will be evaluated by the Lead Public Agency in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices.
U.S. Communities Advisory Board members and other Participating Public Agencies will assist the Lead Public Agency in evaluating proposals. The Supplier(s) that respond(s) affirmatively and meets the requirements of this Request for Proposal and provides the best overall value will be eligible for a contract award. U.S. Communities reserves the right to make available or not make available Master Agreements awarded by a Lead Public Agency to Participating Public Agencies.
1.5 INTENT:
This solicitation is to establish a nationwide purchasing agreement for the acquisition of Oracle products, services and solutions. The category descriptive examples in Section 2.2 are not to be considered restrictive, but rather, provide a general, non-inclusive, description of the category.
The intent is for each Proposer to submit its complete Oracle offering so that Participating Public Agencies may order a wide array of products and services as appropriate for their needs.
Other governmental entities under agreement with the County may have access to products or services provided hereunder (see Sections 3.21, 3.22 and Exhibit 6, MICPA.) The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County’s best interest.
2.0 SCOPE OF WORK:
2.1 Mandatory Qualifications:
To be eligible for this contract any proposer shall meet the following:
2.1.1 Be a member of the Oracle Partner Network at the Platinum level. Responses should include confirmation from Oracle’s Government Resell Programs Gr oup that they are authorized to create a contract in response to this RFP with Oracle offerings, that the membership in the Oracle Partner Network in good standing, that they have the required Master Distribution Agreement and Public Sector Addendum in place, and that they offer multiple lines of Oracle products and services.
2.1.2 Represent, sell, and service all the Oracle Products listed below (Section 2.2);
2.1.3 Be able to service local governments, states, school districts, and higher education institutions in the United States of America, and other governmental agencies and nonprofit organizations;
2.1.4 Have the resources to work with multiple entities at the same time;
2.1.5 Throughout the life of this contract, the successful Offeror will maintain expertise, resources and capabilities to:
2.1.5.1 Provide commercial hardware, software, services and solutions as ordered under the task order as a member of the Oracle Partner Network in good standing with all required distribution agreements;
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2.1.5.2 Perform or have service delivery partners that can provide consulting, assessment, design, integration, installation and management of Services/Solutions at the task order level;
2.1.5.3 Perform a wide range of professional, technical support and engineering Services/Solutions to support the mission and objectives of Maricopa County and Participating Public Agencies as authorized buyers off this contract;
2.1.5.4 Provide maintenance support Services/Solutions
2.1.5.5 Provide project management support for each deliverable under the contract;
2.1.5.6 Provide project specific and overall contract performance reporting, as required.
2.1.5.7 Provide on-going marketing of the contract by aligning and traveling with the U.S Communities Program Managers, administrative and marketing personnel engaged in directly promoting the contract to Participating Public Agencies through agency meetings, direct mail, national publications, annual meetings and other such activities.
2.2 PRODUCTS AND SERVICES REQUIRED:
2.2.1 Perpetual Licenses – applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle.
2.2.2 Engineered Systems – integrated software and hardware systems offered by Oracle .
2.2.3 Hardware, Servers, Storage, and Networking - any servers, storage, and networking products offered by Oracle.
2.2.4 Cloud Services – Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle.
2.2.5 Consulting/Professional Services – Consulting and integration services relating to Oracle products and services.
2.2.6 Technical Support Services and/or Maintenance Support Services – telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware.
2.2.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths.
2.2.8 Financing Services– Financing services for orders and solutions.
2.3 STAFF EXPERIENCE:
2.3.1 For Maricopa County, full-time and part-time staff, proposed consultants and subcontractors who may be assigned direct work for this contract should be identified.
Information is required that will show the composition of the task or work group, specific qualifications, and recent relevant experience. Special mention shall be made of direct technical supervisors and key technical personnel, and approximate percentage of the total time each will be available for this contract. The technical areas, character and extent of participation by any subcontractor or consultant activity must be identified.
Resumes of staff and proposed consultants are required that will indicate education, background, and recent relevant experience in providing Oracle Products, Services and Solutions. Current contact information is to be included.
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2.3.2 Describe the credentials of staff and how they are certified and trained to provide the products and services required in paragraph 2.2 for Participating Public Agencies.
2.3.3 Describe the number and type of staff your company proposes to service this contract, i.e. technical, service, training, executive support, etc., and your hiring practices for such positions for Participating Public Agencies.
2.3.4 Describe your methodology for training Participating Public Agency end users.
2.3.5 Describe your experience with managing major government projects.
2.4 FACILITIES:
During the course of this Contract, the County shall provide the Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its obligation enumerated herein.
2.5 TRAINING:
The Contractor shall provide a minimum of (To be determined for each Task Order) to completely train County personnel in the use and care of the equipment.
2.6 WARRANTY:
2.6.1 The minimum warranty for products shall be 90-days, or the manufacturers' warranty, whichever is greater. Warranty replacement shall be done at no additional cost to the County. This includes special order or non-stock parts. Freight charges, transportation charges, etc. are all incurred by the Contractor. The effective date on all warranties shall commence upon the date of installation.
2.6.2 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship.
2.6.3 The warranty period for workmanship shall be for an initial period of twelve (12) months and commence upon acceptance by County.
2.6.4 The Contractor shall indicate on the Price Sheet the duration of the warranty and any applicable limitations or conditions which may apply.
2.6.5 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations.
2.6.6 Contractor shall respond to all warranty requests within 24-hours of notification.
2.7 ACCEPTANCE:
2.7.1 Perpetual Licenses – Software is made available via a web link provided by the Licensor; there is no acceptance period for perpetual licenses.
2.7.2 Engineered Systems and Hardware - For Customer’s Initial purchase of each Engineered Systems or Hardware the Contractor shall provide an acceptance test period (the “Test Period “) that commences upon Installation. Installation shall be defined as:
a.) the Equipment, if any, is mounted; b.) the Software is installed on the data base server(s) and/or personal computer(s); and c.) implementation team training, if any, is complete. During the Test Period, County shall determine whether the Equipment and Software meet the Contractor published electronic documentation, (“Specifications”).
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specific project. If County has not given Contractor a written deficiency statement specifying how the Equipment or Software fails to meet the Specification (“Deficiency Statement’) within the Test Period, the Equipment and Soft ware shall be deemed accepted. If County provides a Deficiency Statement within the Test Period, Contractor shall have thirty (30) calendar days to correct the deficiency, and the Customer shall have an additional sixty (60) calendar days to evaluate the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the second thirty (30) calendar day period, the County may terminate this Contract. Upon any such termination, Contractor shall, at Contractor’s cost, remove all equipment and so ftware from County premises and equipment. County shall return all Equipment and Software to Contractor, and Contractor shall refund any monies paid by County to Contractor. Upon completion of these terms, neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test.
2.7.3 Cloud Services – Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services.
2.8 RETURN POLICY:
The Bidders shall state their return policy, time limitations, or restocking charges (if any) for such returns. Products will not be accepted in damaged or broken/unsealed packages. Credit memos shall be issued, in accordance with the Contractor’s return poli cy. If a restocking charge is applied, the credit memo must reflect the full credit amount of each item returned and the restocking charge shall be a separate line.
3.0 PROCUREMENT REQUIREMENTS:
3.1 DELIVERY:
3.1.1 Delivery shall be made within 48 hours after receipt of order (ARO)
3.1.2 Exceptions to delivery schedule will be special order items that must be identified.
3.1.3 Maricopa County reserves the right to obtain material on the open market in the event Contractors fail to make delivery and charge any price differential to the Contractor.
3.1.4 Delivery shall be F.O.B. Destination, Freight Prepaid.
3.2 EXPEDITED DELIVERY:
3.2.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County.
3.2.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs, the Using Agency shall advise the Contractor to proceed.
3.2.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file.
3.3 SHIPPING DOCUMENTS:
A packing list or other suitable shipping document shall accompany each shipment and shall include the following:
3.3.1 Contract Serial number.
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3.3.2 Contractor’s name and address.
3.3.3 Using Agency name and address.
3.3.4 Using Agency purchase order number.
3.3.5 A description of product(s) shipped, including item number(s), quantity(ies), number of containers and package number(s), as applicable.
3.4 PERFORMANCE:
It shall be th e Contractor’s responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor.
3.5 SHIPPING CHARGES:
3.5.1 Shipping costs will be borne by the Contractor. FOB: Destination.
3.5.2 Exceptions to normal shipping charges:
Expedited freight will be pre-paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements. These requirements will be made in writing to the contractor.
3.6 PACKAGING/PACKING:
Unless otherwise stated, commercial packages and packing, suitable for the type, size, and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable.
3.7 OPERATING MANUALS:
Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department. These may be provided in hard copy or electronically.
3.8 INSTALLATION:
The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition.
3.9 INFRINGEMENT DEFENSE INDEMNIFICATION:
3.9.1 Defense and Indemnity: Contractor shall defend, Participate and Share in the Cost, as defined below, in the full defense of the County against any Claim, as defined below, and will indemnify and hold harmless the County as provided for in this Section for any judgments, settlements and court awarded attorney’s fees resulting from a Claim where the claimant is adjudged the successful party in the Claim. Contractor’s obligations under this Section are conditioned on the following: (i) County promptly notifies Contractor of the Claim in writing upon made aware of the Claim; (ii) County gives Contractor lead authority and County being control of the defense and (if applicable) settlement of the Claim, provided that County’s lega l counsel may participate in such defense and settlement, at County’s expense, and (iii) County provides all information and assistance reasonably requested by Contractor to handle the defense or settlement of the Claim. For purposes of this Section, “Claim” means any cause of action in a third party action, suit or proceeding against County alleging that Contractor software, or its upgrades, modifications, or revisions, as of its delivery date under this Agreement, infringes a valid %LG5)30DULFRSD&RXQW\
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U.S. patent, copyrigh t or trademark. For the purposes of this section, “Participate and Share in the Costs” means Contractor will assist the County in the defense of the claim, to the extent agreed to by the parties, except that Contractor shall be solely responsible for any and all costs adjudged in a successful Claim against the County.
3.9.2 Remedial Measures: If software becomes, or Contractor reasonably believes use of software may become, the subject of a Claim, Contractor may, at its own expense and option: (i) procure for County the right to continue use of the Product; (ii) replace or modify the software; or to the extent that neither (i) nor (ii) are deemed commercially practicable, (iii) refund to County a pro-rated portion of the applicable fees for software based on a linear depreciation monthly over 10 year useful life, in which case County will cease all use of software and return it to Contractor.
3.9.2.1 Exceptions: Contractor will have no defense or indemnity obligation for any Claim based on: (i) modifications by someone other than Contractor; (ii) software has been modified by Contractor in accordance with County-provided specifications or instructions; (iii) use or combination by the County of software with Third Party Products, open source or freeware technology; (iv) Third Party Products, open source or freeware technology; (v) a product that is used or located by County in a country other than the country in which or for which it was supplied by Contractor; (vi) possession or use of a product after Contractor has informed County of modifications or changes required to avoid such Claim and offered to implement those modifications or changes, if such Claim would have been avoided by implementation of Contractor's suggestions and to the extent County did not provide Contractor with a reasonable opportunity to implement Contractor's suggestions; or (vii) the amount of revenue or profits earned or other value obtained by the use of Products, or the amount of use of the Products. “Third Party Products” means any produc ts made by a party other than Contractor, and may include, without limitation, products ordered by County from third parties. However, components of Contractor branded Products are not Third Party Products if they are both: (i) embedded in Third Party Products (i.e., not recognizable as standalone items); and (ii) not identified as separate items on Contractor’s price list, quotes, order specifications forms or Documentation.
3.9.3 The foregoing states Contractor’s entire liability, and County’s sole and exclusive remedy except as provided at law or equity, with respect to any infringement or misappropriate of any intellectual property rights of another party.
3.10 SOURCE CODE ESCROW REQUIREMENT (IF APPLICABLE):
3.10.1 The Contractor shall provide all source code and any updates or fixes for the Contractor Commercial Off the Shelf (“COTS”) application software that Maricopa County has purchased from Contractor for safekeeping with a mutually acceptable escrow agent within thirty (30) days of award. The software source deposited with the escrow agent will be a snapshot of all source code maintained by Contractor in the form of a Microsoft Visual Source Safe Archive. In this way, as beneficiary of the escrow agreement between Contractor and escrow agent, Maricopa County will have access to all source code of the products that they license for all versions of the software. Furthermore, the escrowed code shall include all code specifically developed for Maricopa County including, but not limited to: interfaces, Extraction-Transformation-Loading (ETL) routines for data conversion, and all custom code. Upon taking possession of the source code, Maricopa County will have the right to use the source for products that they license in the versions currently installed on the System or any subsequent versions in the archive. Contractor will make a deposit of the Source Safe Archive with the escrow agent upon the release of version release or once every six (6) months, whichever occurs first.
3.10.2 Maricopa County hereby agrees to pay the yearly standard fee for a beneficiary of the source code.
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3.10.3 Maricopa County shall have access to the source code in the event any of the following circumstances:
3.10.3.1 the sale, assignment, or transfer to any third party of any of Contractor’s rights in the licensed product (or any portion thereof) if such sale, assignment, or transfer would prevent Contractor from fully performing any of its obligations under any agreement with Maricopa County;
3.10.3.2 Contractor becomes insolvent or commits any affirmative act of insolvency, or generally fails to pay, or admits in writing its inability to pay, debts as they become due, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under, or case in, any bankruptcy or insolvency law, or Contractor takes any action to authorize, or in the furtherance of, any of the foregoing;
3.10.3.3 Contractor discontinues providing full support and maintenance services for the licensed product in accordance with its obligations pursuant to any agreement with Maricopa County;
3.10.3.4 Contractor has ceased to do business or improperly refuses to provide any services pursuant to any agreement with Maricopa County;
3.10.3.5 Contractor has breached (and if subject to a cure period, has not cured such breach within such period) any material term or condition of any agreement with Maricopa County;
3.10.3.6 Any change of control of Contractor or Contractor’s parent company, where such party is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of such party are acquired by any entity, or such party is merged with or into another entity to form a new entity; or
3.10.3.7 Any other circumstance in which Maricopa County is entitled to access or use the applicable deposit materials (including, but not limited to, the source code) under the express terms of any agreement between Contractor and Maricopa County.
3.10.4 Upon Maricopa County taking possession of the source code, Maricopa County hereby agrees as follows:
3.10.4.1 Maricopa County accepts full and total responsibility for the safekeeping of the source code. Maricopa County agrees that such source code shall be subject to the restrictions of transfer, sale, and reproduction placed on the software itself as stated in the software license signed by all parties.
3.10.4.2 Maricopa County agrees to only use source code related to applications for which they own a license. There will be source from other applications in the archive.
3.10.4.3 Maricopa County agrees, if so ordered by a court of competent jurisdiction, to compensate Contractor for any and all damages Contractor suffers, to include reasonable attorney’s fees, resulting directly or ind irectly from, but not limited to, the mishandling, misuse, or theft of the source code, regardless of intent, or the absence thereof, by Maricopa County, its employees, agents and third party contractors.
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3.10.4.4 No license under any trademark, patent, copyright, or any other intellectual property right, is either granted or implied by the disclosure of the source code to Maricopa County. The Contractor’s disclosure of the source code to Maricopa County shall not constitute any representation, warranty, assurance, guarantee or inducement by the Contractor to Maricopa County of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of third persons or of Contractor.
3.10.4.5 Contractor will not be responsible for maintaining the source code.
Furthermore, Contractor will not be liable for any consequences related to the use of source code modified by Maricopa County.
3.11 CONTRACTOR EMPLOYEE MANAGEMENT:
3.11.1 Contractor shall endeavor to maintain the personnel proposed in their proposal throughout the performance of this Contract . In the event that Contractor personnel’s employment status changes, Contractor shall provide County a list of proposed candidates with equivalent experience. Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor.
3.11.2 Contractor shall not reassign any key personnel without the express consent of the County.
3.11.3 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations.
3.11.4 County reserves the right to request the replacement of Contractor personnel at any time, for any reason. Said requested removal shall not be subject to part 3.9.1 of this section.
3.12 TRAINING:
The Contractor shall provide training services as needed, depending on the product or service purchased, to completely train County personnel in the use and care of the equipment. All training shall take place on-site at Maricopa County.
3.13 MAINTENANCE:
The Contractor shall provide for maintenance under this Contract upon acceptance of materials by the Department.
3.14 FACTORY AUTHORIZED SERVICE AVAILABILITY:
The Contractor shall have and maintain a local factory authorized service facility within the Phoenix, Arizona metropolitan area. The facility shall be capable of supplying and installing component parts, troubleshooting, repairing and maintaining the material(s). Minimum service hours shall be from 8:00 A.M. through 5:00 P.M., MST, Monday through Friday.
3.15 USAGE REPORT:
The Contractor shall furnish the County a usage report, upon request, delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit.
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3.16 BACKGROUND CHECK:
Bidders/proposers need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, subcontractors and employees and the failure to pass these checks shall deem the respondent non-responsible.
3.17 INVOICES AND PAYMENTS:
3.17.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information:
• Company name, address and contact
• County bill-to name and contact information
• Contract Serial Number
• County purchase order number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Quantity (number of days or weeks)
• Contract Item number(s)
• Description of Purchase (product or services)
• Pricing per unit of purchase
• Freight (if applicable)
• Extended price
• Arrival and completion time (if applicable)
• Total Amount Due
3.17.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order.
3.17.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/922/Vendors).
3.17.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County.
3.17.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details.
3.18 APPLICABLE TAXES:
3.18.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices.
3.18.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
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3.18.3 Tax Indemnification: 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 Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including; transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation.
3.19 TAX (SERVICES):
No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the cost in the proposal price.
3.20 TAX (COMMODITIES):
Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the tax percentage in their proposal.
3.21 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please so state in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal.
3.22 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):
County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures.
3.23 POST AWARD MEETING:
The Contractor may be required to attend a post-award meeting with the Department to discuss the terms and conditions of this Contract. This meeting will be coordinated by the Procurement Officer of the Contract.
3.24 ISRAEL BOYCOTT:
By submitting this proposal the Contractor certifies that they are in compliance with Article 9, A.R.S. § 35-393 et seq.
3.25 CONFIDENTIALITY:
In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a proposal to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge or disseminate to any third party-persons or entities, any information that is disclosed to it by the County during the course of these discussions without the express written authorization of the County. If the offeror does disclose County proprietary or confidential information to a third party in preparing a response to this solicitation, it shall require the third party to acknowledge and comply with this provision.
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3.26 PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code.
4.0 CONTRACTUAL AND SPECIAL TERMS & CONDITIONS:
4.1 DRAFT CONTRACT SEE EXHIBIT 4:
5.0 INSTRUCTIONS TO RESPONDENTS: (Please note that this Section does not become part of any resultant contract.)
Proposers are solely responsible for submitting proposals, and any modifications or withdrawals, to be received at the time and designated location required by the solicitation (RFP, or any other solicitation notice).
Any proposal, modification, or withdrawal received after the designa ted time is “late” and will be rejected and shall not be evaluated per Paragraph MC1-320 of the Maricopa County Procurement Code.
5.1 ESTIMATED SCHEDULE OF EVENTS:
Request for Proposals Issued: May 18, 2018
Pre-Proposal Conference: June 6, 2018 @ 10:00AM MST
Deadline for written questions is two (2) business days after Pre-Proposal Conference. Questions will not be responded to prior to the Pre-Proposal Conference or after the two (2) business day deadline has elapsed. All questions and answers shall be posted to ( www.bidsync.com) under the Q&A’s tab for the solicitation and must be received by the end of business, 5:00 PM MST.
Proposals Opening Date: June 26, 2018
Deadline for submission of proposals is 2:00 P.M., MST, on June 26, 2018. All proposals must be received before 2:00 P.M., Arizona Time, on the date above via BidSync.com.
Proposed review of Proposals and short list decision: July 10-12 th, 2018
Proposed Respondent presentations: (if required) August 1, 2018
Proposed selection and negotiation: August 15
th, 2018
Proposed Best & Final (if required) August 20 th, 2018
Proposed award of Contract: October, 2018
All responses to this Request for Proposal become the property of Maricopa County and (other than pricing) will be held confidential, to the extent permissible by law. The County will not be held accountable if material from proposal responses is obtained without the written consent of the Respondent by parties other than the County.
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5.2 INQUIRIES AND NOTICES:
All inquiries concerning information herein shall be addressed to:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003
Administrative telephone inquiries shall be addressed to:
Brian Walsh, Senior Procurement Officer, 602/506-3243
([email protected])
Inquiries may be submitted by telephone but must be followed up in writing. No oral communication is binding on Maricopa County.
5.3 INSTRUCTIONS FOR PREPARING AND SUBMITTING PROPOSALS:
Respondents shall submit their proposals electronically via the BidSync.com system in accordance with Section 5.5 as follows:
x Respondents shall upload each response document individually. x All documents must be uploaded in their native file format (Word, Excel, etc.). x The following naming convention shall be utilized for each document: Vendor Name – Document Name as indicated in section 5.5.
x In the event that the Respondent would like to request that certain documents be held confidential, they need to have a name indicating confidential. Please see Exhibit 4 – Draft Contract section 6.37 Public Records for more information. x Proposals shall be signed by an owner, partner or corporate official who has been authorized to make such commitments (Attachment B). All prices shall be held firm for a period of one year after the RFP closing date.
5.4 GENERAL CONTENT:
5.4.1 The Proposal should be specific and complete in every detail. It should be practical and provide a straightforward, concise delineation of capabilities to satisfactorily perform the Contract being sought.
5.4.2 The Respondent should not necessarily limit the proposal to the performance of the services in accordance with this Request for Proposal but should outline any additional services and their costs if the Respondent deems them necessary to accomplish the program.
5.5 FORMAT AND CONTENT:
To aid in the evaluation, it is desired that all proposals follow the same general format. The proposal must be submitted electronically and have sections clearly labeled as below: (Responses are limited to 150 pages, 10 point font type).
5.5.1 Letter of Transmittal (Exhibit 2)
5.5.2 Executive Summary – This section shall contain an outline of the general approach utilized in the proposal.
5.5.3 Proposal – This section should contain a statement of all of the programs and services proposed, including conclusions and generalized recommendations. Proposals should be all-inclusive, detailing respondent’s best offer for all requirements in section 2.0 (Scope %LG5)30DULFRSD&RXQW\
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of Services should also include the confirmation that you are authorized partner as called for in section 2.1.1.
5.5.4 Qualifications – This section shall describe the respondent’s ability and experience related to the programs and services proposed. All project personnel, as applicable, shall be listed including a description of assignments and responsibilities, a resume of professional experience, an estimate of the time each would devote to this program, and other pertinent information.
5.5.5 Proposal exceptions
5.5.6 Attachment A (Pricing)
5.5.7 Attachment B (Agreement Page)
5.5.8 Attachment C (References)
5.5.9 Attachment D (U.S. Communities Required Information)
5.5.10 Draft Contract with any requested exceptions redlined
5.6 EXCEPTIONS TO THE SOLICITATION:
The Respondent shall identify and list all exceptions taken to all sections of 180233 –RFP and list these exceptions referencing the section (paragraph) where the exception exists and identify the exceptions and the proposed wording for the Respondent’s except ion under the heading, “Exception to the PROPOSAL Solicitation, SERIAL 180233-RFP”. Exceptions that surface elsewhere and that do not also appear under the heading, “Exceptions to the PROPOSAL Solicitation, SERIAL 180233- RFP,” shall be considered invalid and void and of no contractual significance.
The County reserves the rights to; accept any exception, discuss the exemption with the offeror, or reject any exception.
5.7 EVALUATION OF PROPOSAL – SELECTION FACTORS:
A Proposal Evaluation Committee shall be appointed, chaired by the Procurement Officer to evaluate each Proposal. At the County’s option, Respondents may be invited to make presentations to the Evaluation Committee. Best and Final Offers and/or Negotiations may be conducted, as needed, with the highest rated Respondent(s). Proposals will be evaluated on the following criteria which are listed in descending or equal order of importance.
5.7.1 Respondent’s Proposed Solution / Compliance with Specifications (Including the ability to sell all Oracle products).
5.7.2 Respondent Qualifications, including national capabilities
5.7.3 Price
NOTE 1: RESPONDENTS ARE REQUIRED TO USE ATTACHED FORMS TO SUBMIT THEIR PROPOSAL.
NOTE 2: RESPONDENTS ARE STRONGLY ENCOURAGED TO REVIEW MARICOPA COUNTY’S PROCUREMENT ADMINISTRATIVE INFORMATION PRIOR TO SUBMITTING A BID.
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ATTACHMENT A
PRICING
SEE BIDSYN.COM EXCEL SPREADSHEET STAND-ALONE PRICING PAGE
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ATTACHMENT B
AGREEMENT
Respondent hereby certifies that Respondent has read, understands and agrees that acceptance by Maricopa County of the Respondent’s Offer will create a binding Contract. Respondent agrees to fully comply with all terms and conditions as set forth in the Maricopa County Procurement Code, and amendments thereto, together with the specifications and other documentary forms herewith made a part of this specific procurement.
BY SIGNING THIS PAGE THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED THE ADMINISTRATIVE INFORMATION AND STANDARD CONTRACT’S TERMS AND CONDITIONS LOCATED AT (http://www.maricopa.gov/DocumentCenter/View/6453) AND AGREE TO BE CONTRACTUALLY BOUND TO THEM.
[] Small Business Enterprise (SBE)
RESPONDENT (FIRM) SUBMITTING PROPOSAL FEDERAL TAX ID NUMBER DUNS #
PRINTED NAME AND TITLE AUTHORIZED SIGNATURE
/
ADDRESS TELEPHONE FAX #
C I T Y S T A T E Z I P D A T E
W E B S I T E E M A I L A D D R E S S
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ATTACHMENT C
RESPONDENT’S REFERENCES
RESPONDENT SUBMITTING PROPOSAL:
1. COMPANY NAME:
A D D R E S S :
CONTACT PERSON:
TELEPHONE: E-MAIL ADDRESS:
2. COMPANY NAME:
A D D R E S S :
CONTACT PERSON:
TELEPHONE: E-MAIL ADDRESS:
3. COMPANY NAME:
A D D R E S S :
CONTACT PERSON:
TELEPHONE: E-MAIL ADDRESS:
4. COMPANY NAME:
A D D R E S S :
CONTACT PERSON:
TELEPHONE: E-MAIL ADDRESS:
5. COMPANY NAME:
A D D R E S S :
CONTACT PERSON:
TELEPHONE: E-MAIL ADDRESS:
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ATTACHMENT D
US COMMUNITIES REQUIREMENTS
I. SUPPLIER QUALIFICATIONS
Commitments
U.S. Communities views the relationship with an awarded Supplier as an opportunity to provide maximum benefit to both the Participating Public Agencies and to the Supplier.
The successful foundation of the partnership requires commitments from both U.S. Communities and the Supplier. U.S. Communities requires the Supplier to make the four commitments set forth below (Corporate, Pricing, Economy, Sales) to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies:
(a) Corporate Commitment.
(i) The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier’s primary contractual offering of Products and Services to Public Agencies. All of Supplier’s direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier’s primary offering and not just one of Supplier’s contract options.
( i i ) Supplier’s sales force (includ ing inside, direct and/or authorized dealers, distributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies.
(iii) Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement.
(iv) Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement.
(v) Supplier shall ensure that the U.S. Communities program and the Master Agreement are actively supported by Supplier’s senior executive management.
(vi) Supplier shall provide a national/senior management level representative with the authority and responsibil ity to ensure that the Supplier’s Commitments are maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S. Communities concerning new Participating Public Agency registrations and for ensuring timely follow- up by Supplier’s staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier-based internet web page dedicated to Su pplier’s U.S. Communities program and linked to U.S. Communities’ website and shall implement and support such web page.
(vii) Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that national/senior management fully supports the U.S.
Communities program and its commitments and requirements. National/Senior management is defined as the executive(s) with companywide authority.
(viii) Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions of the Master Agreement upon the state’s request. Regardless of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state.
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(b) Pricing Commitment.
(i) Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier’s pricing shall be evaluated on either an overall project basis or the Public Agency’s actual usage for more frequently purchased Products and Services.
(ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered under the Master Agreement, Supplier shall match that lower pricing under the Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier’s obligation to match the pricing under Supplier’s contracts offering lower prices.
(A) Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Agencies within the state.
(B) Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to the ten cooperative members.
(C) Supplier holds a contract with an individual Public Agency.
The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency.
(iii) Deviating Buying Patterns. Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions, and causes Supplier’s pricing under the Master Agreement to be higher than an alternative contract he ld by Supplier.
This could be created by a unique end-user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies.
(iv) Supplier’s Options in Responding to a Third Party Procurement Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation:
(A) Supplier may opt not to respond to the procurement
solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses.
(B) Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement.
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(C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies.
(D) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awarded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement.
(E) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration.
( c ) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations.
(d) Sales Commitment . Supplier shall market the Master Agreement through Supplier’s sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier’s primary offering to Public Agencies. Supplier’s sales force compensation and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies.
(i) Supplier Sales. Supplier shall be responsible for proactive sales of Supplier’s Products and Services to Public Agencies and the timely follow -up to sales leads identified by U.S. Communities. Use of product catalogs, targeted advertising, direct mail, online marketing and other sales initiatives are encouraged. All of Supplier’s sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grants to Supplier, during the term of this Agreement, a non-exclusive, revocable, non-transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the Agreement, the Supplier shall provide U.S. Communities with its logo and the standards to be employed in the use of the logo for purposes of reproducing and using Supplier’s name and logo in connection with the advertising, marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the Supplier’s best overall pricing and value to eligible agencies, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract.
(ii) Branding and Logo Compliance . Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S. Communities related marketing material must be submitted to U.S. Communities for review and approval.
(iii) Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train on a national, regional or local level and generally assist with the education of sales personnel.
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(iv) Participating Public Agency Access. Supplier shall establish the following communication links to facilitate customer access and communication:
(A) A dedicated U.S. Communities internet web-based homepage that is accessible from Supplier’s homepage or main menu navigation containing:
(1) U.S. Communities standard logo with Founding Co-
Sponsors logos;
(2) Copy of original procurement solicitation;
(3) Copy of Master Agreement including any
amendments;
(4) Summary of Products and Services pricing;
(5) Electronic link to U.S. Communities’ online
registration page; and
(6) Other promotional material as requested by U.S.
Communities.
(B) A dedicated toll-free national hotline for inquiries regarding U.S. Communities.
(C) A dedicated email address for general inquiries in the following format: uscommunities@(name of supplier).com.
(v) Electronic Registration. Supplier shall be responsible for ensuring that each Public Agency has completed U.S. Communities’ online registration process prior to processing the Public Agency’s first sales order.
( v i ) Supplier’s Performance Review. Upon request by U.S. Communities, Supplier shall particip ate in a performance review meeting with U.S. Communities to evaluate Supplier’s performance of the covenants set forth in this Agreement.
(vii) Supplier Content. Supplier may, from time to time, provide certain graphics, media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S. Communities websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non-exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publically perform, publically display, and use Supplier Content in connection with U.S. Communities websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party.
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II. U.S. COMMUNITIES ADMINISTRATION AGREEMENT INFORMATION
The Agreement outlines the Supplier’s general duties and responsibilities in implementing the U.S.
Communities contract.
The Supplier is required to execute the U.S. Communities Administration Agreement unaltered (attached hereto as Exhibit 7) and submit with the supplier’s proposal without exception or alteration. Failure to do so shall result in disqualification.
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III. SUPPLIER WORKSHEET FOR NATIONAL PROGRAM CONSIDERATION
Suppliers are required to meet specific qualifications for national program consideration. Please respond in the spaces provided after each qualification statement below:
A. Will pricing for all Products/Services offered be the most competitive pricing offered by your organization to Participating Public Agencies nationally? YES____ NO____
B. Does your company have the ability to provide products and services to any Participating Public Agency in all 50 states?
YES____ *NO____
(*If no, identify the states where you do not have the ability to provide products and services to Participating Public Agencies.)
C. Does your company have a national sales force, dealer network or distributor with the ability to call on Participating Public Agencies in at least 35 U.S. states? YES____ *NO____
(*If no, identify the states where you have the ability to call on Participating Public Agencies.)
D. Check which applies for your company sales last year in the United States:
_____ Sales between $0 and $25,000,000
_____ Sales between $25,000,001 and $50,000,000
_____ Sales between $50,000,001 and $100,000,000
_____ Sales greater than $100,000,001
E. Will your company assign a dedicated National Account Manager to support the resulting U.S.
Communities contract?
YES____ NO____
F. Does your company maintain records of your Participating Public Agencies’ sales that you can and will share with U.S. Communities to monitor program implementation progress? YES____ NO____
G. Will your company commit to the following implementation schedule? YES____ NO____
H. Will the U.S. Communities contract be your lead public offering to Participating Public Agencies? YES____ NO_____
_____________________________________________________________________________ Submitted by:
________________________________ ___________________________________ (Printed Name) (Signature)
________________________________ ___________________________________ (Title) (Date)
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IV. NEW SUPPLIER IMPLEMENTATION CHECKLIST
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V. SUPPLIER INFORMATION
Please respond to the following requests for information about your company:
National Commitments
1. Please provide a written narrative describing your understanding and acceptance of each of the Supplier Commitments (Corporate, Pricing, Economy and Sales) shown above in the Supplier Qualifications Section.
Company Overview
1. Provide the total number and location of sales persons employed by your company in the United States.
Example:
NU M BE R OF SALE S
REP RES ENTATIVES CITY STATE
13 Phoenix AZ
6 San Francisco CA
10 Atlanta GA
12 Boise ID
6 Lex ington KY
5 New Orleans LA
3 Philadelphia PA
Etc. Etc.
Total: 366
2. Please provide a narrative of how these sales people would be used to market the contract to eligible agencies across the country. Please describe what you have in place today and your future plans, if you were awarded the contract.
3. Explain how your company will educate its sales force about the Master Agreement.
4. Provide the company annual sales for 2015, 2016 and 2017 in the United States; Sales reporting should be segmented into the following categories:
Segment 2015 Sales 2016 Sales 2017 Sales
Cities
Counties
K-12 (Pubic/Private)
Higher Education (Public/Private)
States
Other Public Sector and Nonprofits
Federal
Private Sector
Total Supplier Sales
SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2015, 2016, AND 2017
5. For the proposed products and services included in the scope of your response, provide annual sales for 2015, 2016 and 2017 in the United States. Sales reporting should be segmented into the following categories:
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Segment 2015 Sales 2016 Sales 2017 Sales
Cities
Counties
K-12 (Pubic/Private)
Higher Education (Public/Private)
States
Other Public Sector and Nonprofits
Federal
Private Sector
Total Supplier Sales
SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2015, 2016, AND 2017
6. Provide a list of your company’s ten largest public agency customers, including contact information.
7. Please list any existing regional and/or national cooperative purchasing programs. Provide the entity’s name(s), contract scope, contract term (including contract options) and annual volume by year for each of the last three years.
Order Processing and Distribution
1. Describe your company’s normal order processing procedure from point of customer contact through delivery and billing.
2. How do you help Public Agencies assess their needs and decide on a scope of work for a project?
3. In what formats do you accept orders (telephone, ecommerce, etc.)?
4. Please state if you use a single system or platform for all phases of ordering, processing, delivery and billing.
5. Please state your normal payment terms and any quick-pay incentives available to Participating Public Agencies.
6. State which forms of ordering allow the use of a procurement card and the accepted banking (credit card) affiliation.
7. Describe how your company proposes to distribute the Products and Services nationwide.
8. Identify all other companies that will be involved in processing, handling or shipping the Products and Services to the end user.
9. Provide the number, size and location of your company’s distribution facilities, warehouses, support centers and retail network (if applicable).
10. Describe your ability to provide customized reports (i.e. commodity histories, purchase histories by department, green spend, etc.) for each Participating Public Agency.
11. If applicable, describe your company’s ability to do business with manufacturer/dealer/distribution organizations that are either small or MWBE businesses as defined by the Small Business Administration.
a. If applicable, describe other ways your company can be sensitive to a Participating Public Agency’s desire to utilize local and/or MWBE companies, such as number of local employees and offices in a particular geographic area, companies your firm is using that may be local (i.e. local delivery truck company), etc.
b. If applicable, provide details on any products or services being offered by your company where the manufacturer or service provider is either a small or MWBE business as defined by the Small Business Administration. Provide product/service name, company name and small/MWBE designation.
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Marketing and Sales
1. Provide a detailed outline of your company’s sales and marketing plan for marketing your offering to eligible agencies nationwide.
2. Explain how your company will market and transition the Master Agreement into the primary offering to Participating Public Agencies. How will your organization differentiate the new agreement from existing contracts you may have today?
3. Please describe your sales goals if awarded the Master Agreement, including targeted dollar volume by year:
$_______.00 in year one
$_______.00 in year two
$_______.00 in year three
National Staffing Plan
1. Please identify the key personnel who will lead and support the implementation period of the contract outlined in the New Supplier Implementation Checklist, above, along with the amount of time to be devoted to implementation.
2. Identify the key personnel who are to be engaged in this contract throughout the term of the contract, including each of the roles described below:
Role Description of Role Person Responsible and
Title
Time Commitment (%)
Executive Sponsor Responsible for the corporate
commitment. Works with
Supplier Manager.
National Account
Manager
Responsible for sales efforts
and training of sales people
across the country. Works
daily with Program Managers
and Supplier Manager.
Lead Referral
Manager
Responsible for distributing
leads generated through the
USC website.
Marketing Lead Responsible for all marketing
efforts. Works with USC
marketing regularly.
IT Lead Responsible for building USC
landing page for supplier.
Reporting Lead Responsible for providing
monthly reports to USC.
3. Provide an organizational chart of your company.
4. Submit a bio for each of the below personnel:
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a. The person your company proposes to serve as the National Accounts Manager;
b. Each person that will have primary responsibility for U.S. Communities account management; and
c. Key executive personnel that will be supporting the program.
Products, Services and Solutions
1. Provide a description of how your offering meets the requirements set forth in Section 2 of the RFP. The primary objective is for each Supplier to provide its complete offering so that Participating Public Agencies may purchase a range of products and services as appropriate for their needs.
2. Please describe any training and educational programs you offer. This may include the ability to provide on-site or online training and educational seminars or technical knowledge.
3. Please provide any consulting services included in your offering. Examples include inventory solutions, emergency preparedness programs and design services.
4. State your normal delivery time (in days) and any options for expediting delivery, if applicable.
5. Please state your backorder policy.
6. Please state restocking fees and procedures for returning products.
Environmental
1. Provide a brief description of your company’s environmental initiatives, including your company’s environmental policies and/or strategies, your investments in being an environmentally preferable product leader, and any resources dedicated to your environmental strategy, including staff.
2. Describe your company’s process for defining, verifying, and labeling green/sustainable products and services in your offering. Explain how you help public agencies navigate toward the green products in your offering through website filters, keyword searches, displaying eco-logos, etc.
3. Describe your company’s recycling services. Describe any buy back or take back options offered for products sold on this contract such as batteries, mercury-containing equipment, paint, chemicals, etc. Describe your company’s efforts to reduce or reuse packaging (or avoid difficult-to-recycle packaging such as polystyrene foam) and minimize the environmental footprint in the shipping process.
4. What percentage of your offering is environmentally preferable and what are your plans to improve this offering?
Financial Statements
1. Submit your latest Dun & Bradstreet report.
2. Please include an audited income statement and balance sheet from the most recent reporting period.
Additional Information
Please use this opportunity to describe any other offerings your organization can provide that you feel will give additional value and benefit to Participating Public Agencies.
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EXHIBIT 1
BIDSYNC REGISTRATION AND ELECTRONIC SUBMISSION REQUIREMENTS
BidSync.com Registration is FREE and REQUIRED for all
vendors.
Register On-line at (https://www.bidsync.com).
Select Free Registration. Upon completion of your on-line registration, you are responsible for updating any changes to your information. Please retain your Login ID and Password for future use.
For assistance, please contact BidSync Vendor Support
Department via phone or email, during regular business hours: 1- 800-990-9339 or ([email protected]).
BIDSYNC ELECTRONIC SUBMISSION INSTRUCTIONS
When submitting a response (proposal, quote or bid) electronically through BidSync, it is the sole responsibility of the supplier to ensure that the response is received by BidSync prior to the closing date and time. Each of the following steps in BidSync MUST be completed in order to place an offer:
A. Login to www.bidsync.com;
B. Locate the bid (solicitation) to which you are responding; a. Click the “Search” tab on the top left of the page;
b. Enter keyword or bid (solicitation) number and click “Search”; C. Click on the “Bid title/description” to open the Bid (solicitation) Information Page; D. “View and Accept” documents in the document section; E. Select “Place Offer” found at the bottom of the page; F. Enter your pricing, notes, other required information, and upload attachments to this page; G. Click “Submit” at the bottom of the page;
H. Review Offer(s); and
I. Enter your password and click “Confirm”.
Note that the final step in submitting a response involves the supplier’s acknowledgement that the information and documents entered into the BidSync system are accurate and represent the supplier’s actual proposal, quote or bid.
This acknowledgement is registered in BidSync when the supplier clicks “Confirm”. BidSync will post a notice that the offer has been received. This notice from BidSync MUST be recorded prior to the closing date and time or the response will be considered late and will not be accepted. Be aware that entering information and uploading documents into BidSync may take considerable time. Please allow sufficient time to complete the online forms and upload documents. Suppliers should not wait until the last minute to submit a response. It is recommended that %LG5)30DULFRSD&RXQW\
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suppliers submit responses a minimum of 24 hours prior to the closing deadline. The deadline for submitting information and documents will end at the closing time indicated in the solicitation. All information and documents must be fully entered, uploaded, ackno wledged (Confirm) and recorded into BidSync before the closing time or the system will stop the process and the response will be considered late and will not be accepted.
Responses submitted in BidSync are completely secure. No one (including County purchasing staff) can see responses until after the deadline. Suppliers may modify or change their response at any time prior to the closing deadline. However, all modifications or changes must be completed and acknowledged (Confirm) in the BidSync system prior to the deadline. BidSync will post a notice that the modification/change (new offer) has been received.
This notice from BidSync MUST be recorded prior to the closing date and time or the response will be considered late and will not be accepted. If you have not been asked to enter your password and click Save to save your response, your offer has not been updated.
Please be aware that typing in your password acts as your electronic signature, which is just as legal and binding as an original signature. (See Electronic Signatures in Global and National Commerce Act for more information.)
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EXHIBIT 2
SAMPLE TRANSMITTAL LETTER
(To be typed on the letterhead of Offeror)
Maricopa County
Office of Procurement Services
320 West Lincoln Street
Phoenix, Arizona 85003-2494
Re: 180233-RFP, ORACLE PRODUCTS AND SERVICES
To Whom It May Concern:
(NAME OF COMPANY) (Herein referred to as the "RESPONDENT"), hereby submits its response to your Request for Proposal dated , and agrees to perform as proposed in their proposal, if awarded the contract. The Respondent shall thereupon be contractually obligated to carry out its responsibilities respecting the services proposed.
Kindly advise this in writing on or before if you should desire to accept this proposal.
Very truly yours,
_______________________________
NAME (please print)
_______________________________
SIGNATURE
_______________________________
TITLE (please print)
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EXHIBIT 3
OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY
1.0 All contract-related travel plans and arrangements shall be prior-approved by the County Contract Administrator.
2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District (County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to determine rates (no exceptions): (www.gsa.gov).
2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. They should be included in the contractor’s hourly rate as an overhead charge.
2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or incidentals.
3.0 Commercial air travel shall be reimbursed as follows:
3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County Contract Administrator as a result of the business need of the County when there is no lower fare available.
3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site.
3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air travel.
4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same travel period will not be permitted without prior written approval by the County Contract Administrator.
4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse contractor if the contractor chooses to purchase this coverage.
4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle is necessary for cost efficiency due to the number of travelers. (NOTE:
contractors shall obtain pre-approval in writing from the County Contract Administrator prior to rental of a larger vehicle.)
4.3 County will reimburse for parking expenses if free, public parking is not available within a reasonable distance of the place of County business. All opportunities must be exhausted prior to securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH; shuttles, etc. that can transport the contractor to and from County buildings with minimal costs.
4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport.
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4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s) or other any transportation costs.
5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre-approved by the County Contract Administrator. These costs include (but not limited to) the following: in-room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable.
6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in individual contracts.
7.0 Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator. No travel and per diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of all receipts.
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EXHIBIT 4
DRAFT CONTRACT
SEE WORD FILE 180233-EXHIBIT 4 DRAFT CONTRACT
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EXHIBIT 5
INSURANCE CERTIFICATE EXAMPLE
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EXHIBIT 6
MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT
This Master Intergovernmental Cooperative Purchasing Agreement (“Agreement”) is made between certain government agencies that execute a Lead Public Agency Certificate (collectively, “Lead Public Agencies”) to be appended and made a part hereof and other government agencies (“Participating Public Agencies”) that agree to the terms and conditions hereof through the U.S. Communities registration process and made a part hereof.
RECITALS
WHEREAS, after a competitive solicitation and selection process by Lead Public Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers (each, a “Contract Supplier”) have entered into Master Agreements with Lead Public Agencies to provide a variety of goods, products and services based on national and international volumes (herein “Products and Services”);
WHEREAS, Master Agreements are made available by Lead Public Agencies through U.S. Communities and provide that Participating Public Agencies may purchase Products and Services on the same terms, conditions and pricing as the Lead Public Agency, subject to any applicable local purchasing ordinances and the laws of the State of purchase;
WHEREAS, the parties desire to comply with the requirements and formalities of any intergovernmental cooperative act, if applicable, to the laws of the State of purchase;
WHEREAS, the parties hereto desire to conserve resources and reduce procurement cost;
WHEREAS, the parties hereto desire to improve the efficiency, effectiveness and economy of the procurement of necessary Products and Services;
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties agree as follows:
1. That each party will facilitate the cooperative procurement of Products and Services.
2. That the procurement of Products and Services subject to this Agreement shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules and regulations that govern each party’s procurement practices.
3. That the cooperative use of solicitations obtained by a party to this Agreement shall be in accordance with the terms and conditions of the solicitation, except as modification of those terms and conditions is otherwise allowed or required by applicable law.
4. That the Lead Public Agencies will make available, upon reasonable request and subject to convenience, information which may assist in improving the effectiveness, efficiency and economy of Participating Public Agencies’ procurement of Products and Services.
5. That the Participating Public Agency will make timely payments to the Contract Supplier for Products and Services received in accordance with the terms and conditions of the procurement. Payment, inspections and acceptance of Products and Services ordered by the Participating Public Agency shall be the exclusive obligation of such Participating Public Agency. Disputes between the Participating Public Agency and Contract Supplier are to be resolved in accord with the law and venue rules of the State of purchase.
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6. The Participating Public Agency shall not use this Agreement as a method for obtaining additional concessions or reduced prices for similar products or services.
7. The Participating Public Agency is solely responsible for ordering, accepting, and paying and any other action, inaction or decision regarding the Products and Services obtained under this Agreement. A Lead Public Agency shall not be liable in any manner for any action or inaction or decisions taken by a Participating Public Agency. The Participating Public Agency shall, to the extent permitted by applicable law, hold the Lead Public Agency harmless from any liability that may arise from action or inaction of the Participating Public Agency.
8. The exercise of any rights or remedies by the Participating Public Agency shall be the exclusive obligation of such Participating Public Agency.
9. This Agreement shall remain in effect until termination by a party giving thirty (30) days prior written notice to U.S. Communities at 2999 Oak Road, Suite 710, Walnut Creek, CA 94597.
10. This Agreement shall become effective after execution of the Lead Public Agency Certificate or Participating Public Agency registration, as applicable.
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EXHIBIT 7
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT (“ Agreement”) is made as of ________________, by and between U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE (“ U.S. Communities ”) and _______________________ (“Supplier”).
RECITALS
WHEREAS, (“Lead Public Agency ”) has entered into a certain Master Agreement dated as of even date herewith, referenced as Agreement No. _______, by and between Lead Public Agency and Supplier (as amended from time to time in accordance with the terms thereof, the “ Master Agreement ”) for the purchase of ___________________ (the “Products and Services”);
WHEREAS, the Master Agreement provides that any state, county, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agency or nonprofit organization (each a “ Public Agency” and collectively, “ Public Agencies”) may purchase Products and Services at the prices indicated in the Master Agreement upon prior registration with U.S. Communities, in which case the Public Agency becomes a “Participating Public Agency”;
WHEREAS, U.S. Communities has the administrative and legal capacity to administer purchases under the Master Agreement to Participating Public Agencies;
WHEREAS, U.S. Communities serves in an administrative capacity for Lead Public Agency and other lead public agencies in connection with other master agreements offered by U.S. Communities;
WHEREAS, Lead Public Agency desires U.S. Communities to proceed with administration of the Master Agreement on the same basis as other master agreements;
WHEREAS, “U.S. Communities Government Purchasing Alliance” is a trade name licensed by U.S.
Communities Purchasing & Finance Agency; and
WHEREAS, U.S. Communities and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, U.S.
Communities and Supplier hereby agree as follows:
ARTICLE I
GENERAL TERMS AND CONDITIONS
1.1 The Master Agreement, attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement.
1.2 U.S. Communities shall be afforded all of the rights, privileges and indemnifications afforded to Lead Public Agency under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to U.S. Communities under this Agreement including, without limitation, Supplier’s obligation to provide insurance and indemnifications to Lead Public Agency.
1.3 Supplier shall perform all duties, responsibilities and obligations required under the Master Agreement.
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1.4 U.S. Communities shall perform all of its duties, responsibilities and obligations as administrator of purchases under the Master Agreement as set forth herein, and Supplier acknowledges that U.S. Communities shall act in the capacity of administrator of purchases under the Master Agreement.
1.5 With respect to any purchases made by Lead Public Agency or any Participating Public Agency pursuant to the Master Agreement, U.S. Communities (a) shall not be construed as a dealer, re-marketer, representative, partner, or agent of any type of Supplier, Lead Public Agency or such Participating Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Lead Public Agency, any Participating Public Agency or any employee of Lead Public Agency or a Participating Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by a Participating Public Agency to (i) comply with procedures or requirements of applicable law or ordinance, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. U.S. Communities makes no representations or guaranties with respect to any minimum purchases required to be made by Lead Public Agency, any Participating Public Agency, or any employee of Lead Public Agency or a Participating Public Agency under the Master Agreement.
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement is effective as of ____________________ and shall terminate upon termination of the Master Agreement or any earlier termination in accordance with the terms of this Agreement, provided, however, that the obligation to pay all amounts owed by Supplier to U.S. Communities through the termination of this Agreement and all indemnifications afforded by Supplier to U.S. Communities shall survive the term of this Agreement.
ARTICLE III
REPRESENTATIONS AND COVENANTS
3.1 U.S. Communities views the relationship with Supplier as an opportunity to provide benefits to the Lead Public Agency, Public Agencies and Supplier. The successful foundation of the relationship requires certain representations and covenants from both U.S. Communities and Supplier.
3.2 U.S. Communities’ Representations and Covenants.
(a) Marketing. U.S. Communities shall proactively market the Master Agreement to Public Agencies using resources such as a network of major sponsors including the National League of Cities (NLC), National Association of Counties (NACo), United States Conference of Mayors (USCM), and the Association of School Business Officials (ASBO) (collectively, the “ Founding Co-Sponsors”) and individual national, regional and state-level sponsors. In addition, the U.S. Communities staff shall make best efforts to enhance Supplier’s marketing efforts through meetings with Public Agencies, participation in key events and tradeshows and other marketing activity such as advertising, articles and promotional campaigns.
(b) Training and Knowledge Management Support. U.S. Communities shall provide support for the education, training and engagement of Supplier’s sales force as provided herein. Through its staff (eac h, a “Program Manager” and collectively, the “Program Managers”), U.S. Communities shall, with scheduling assistance from Supplier, conduct training sessions and conduct calls jointly with Supplier to Public Agencies. U.S.
Communities shall also provide S upplier with access to U.S. Communities’ private intranet website which provides presentations, documents and information to assist Supplier’s sales force in effectively promoting the Master Agreement.
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representations and covenants are sometimes referred to as “Supplier’s Commitments” an d are comprised of the Corporate Commitment, Pricing Commitment, Economy Commitment and Sales Commitment):
(a) Corporate Commitment.
(i) The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier’s primary contractual offering of Products and Services to Public Agencies. All of Supplier’s direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier’s primary offering and not just one of Supplier’s contract options.
( i i ) Supplier’s sales force (including inside, direct and/or authorized dealers, distributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies.
(iii) Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement.
(iv) Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement.
(v) Supplier shall ensure that the U.S. Communities program and the Master Agreement are actively supported by Supplier’s senior executive management.
(vi) Supplier shall provide a national/senior management level representative with the authority and responsibility to ensure that the Supplier’s Commitments are maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S.
Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by Supplier’s staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier- based internet web page dedicated to Supplier’s U.S. Communities program and linked to U.S. Communities’ website and shall implement and support such web page.
(vii) Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that national/senior management fully supports the U.S. Communities program and its commitments and requirements. National/Senior management is defined as the executive(s) with companywide authority.
(viii) Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions of the Master Agreement upon the state’s request. Regardless of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state.
(b) Pricing Commitment.
(i) Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier’s pricing shall be evaluated on either an overall project basis or the Public Agency’s actual usage for more frequently purchased Products and Services.
(ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered un der the Master Agreement, Supplier shall match that lower pricing under the Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned t o the Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies.
Below are three examples of Supplier’s obligation to match the pricing under Supplier’s contracts offering lower prices.
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(A) Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Agencies within the state.
(B) Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to the ten cooperative members.
(C) Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency.
(iii) Deviating Buying Patterns. Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions, and causes Supplier’s pricing under the Master Agreement to be higher than an alternative contract held by Supplier. This could be created by a unique end-user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies.
( i v ) Supplier’s Options in Responding to a Third Party Procurement Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation:
(A) Supplier may opt not to respond to the procurement solicitation.
Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses.
(B) Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement.
(C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies.
(D) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awarded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement.
(E) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration.
( c ) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations.
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(d) Sales Commitment . Supplier shall market the Master Agreement through Supplier’s sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier’s primary offering to Public Agencies. Supplier’s sales force compensation and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies.
(i) Supplier Sales . Supplier shall be responsible for proactive sales of Supplier’s Products and Services to Public Agencies and the timely follow-up to sales leads identified by U.S. Communities.
Use of product catalogs, targeted advertising, direct mail, online marketing and other sales initiatives are encouraged. All of Supplier’s sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grants to Supplier, during the term of this Agreement, a non-exclusive, revocable, non-transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the Agreement, the Supplier shall provide U.S. Communities with its logo and the standards to be employed in the use of the logo for purposes of reproducing and using Supplier’s name and logo in connection with the adv ertising, marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the Supplier’s best overall pricing and value to eligible agencies, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract.
(ii) Branding and Logo Compliance . Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S.
Communities related marketing material must be submitted to U.S. Communities for review and approval.
(iii) Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train on a national, regional or local level and generally assist with the education of sales personnel.
(iv) Participating Public Agency Access. Supplier shall establish the following communication links to facilitate customer access and communication:
(A) A dedicated U.S. Communities internet web-based homepage that is accessible from Supplier’s homepage or main menu navigation containing:
(1) U.S. Communities standard logo with Founding Co-
Sponsors logos;
(2) Copy of original procurement solicitation;
(3) Copy of Master Agreement including any amendments;
(4) Summary of Products and Services pricing;
( 5 ) Electronic link to U.S. Communities’ online registration p a g e ; a n d
(6) Other promotional material as requested by U.S.
Communities.
(B) A dedicated toll-free national hotline for inquiries regarding U.S.
Communities.
(C) A dedicated email address for general inquiries in the following format: uscommunities@(name of supplier).com.
(v) Electronic Registration. Supplier shall be responsible for ensuring that each Public Agency has completed U.S. Communities’ online registration process prior to processing the Public Agency’s first sales order.
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(vi) Suppli er’s Performance Review. Upon request by U.S. Communities, Supplier shall participate in a performance review meeting with U.S. Communities to evaluate Supplier’s performance of the covenants set forth in this Agreement.
(vii) Supplier Content. Supplier may, from time to time, provide certain graphics, media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S. Communities websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non-exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publically perform, publically display, and use Supplier Content in connection with U.S.
Communities websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party
3.4 Breach of Supplier’s Representations and Covenants. The representations and covenants set forth in this Agreement are the foundation of the relationship between U.S. Communities and Supplier. If Supplier is found to be in violation of, or non-compliance with, one or more of the representations and covenants set forth in this Agreement, Supplier shall have ninety (90) days from the notice of default to cure such violation or non- compliance and, if Supplier fails to cure such violation or non-compliance within such notice period, it shall be deemed a cause for immediate termination of the Master Agreement at Lead Public Agency’s sole discretion or this Agreement at U.S. Communities’ sole discretion.
3.5 Indemnity. Supplier hereby agrees to indemnify and defend U.S. Communities, and its parent companies, subsidiaries, affiliates, shareholders, member, manager, officers, directors, employees, agents, and representatives from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of any of Supplier's representations, warranties, or covenants in this Agreement.
ARTICLE IV
PRICING AUDITS
4.1 Supplier shall, at Supplier’s sole expense, maintain an accounting of all purchases made by Lead Public Agency and Participating Public Agencies under the Master Agreement. U.S. Communities and Lead Public Agency each reserve the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. U.S. Communities shall have the authority to conduct random audits of Supplier’s pricing that is offered to Participating Public Agencies at U.S. Communities’ sole cost and expense.
Notwithstanding the foregoing, in the event that U.S. Communities is made aware of any pricing being offered to three (3) or more Participating Public Agencies that is materially inconsistent with the pricing under the Master Agreement, U.S. Communities shall have the ability to conduct a reasonable audit of Supplier’s pricing at Supplier’s sole cost and expense during regular business hours upon reasonable notice. U.S. Communities may conduct the audit internally or may engage a third-party auditing firm on a non-contingent basis. Supplier shall solely be responsible for the cost of the audit. In the event of an audit, the requested materials shall be provided in the format and at the location where kept in the ordinary course of business by Supplier.
ARTICLE V
FEES & REPORTING
5.1 Administrative Fees. Supplier shall pay to U.S. Communities a monthly administrative fee based upon the total sales price of all purchases shipped and billed pursuant to the Master Agreement, excluding taxes, in %LG5)30DULFRSD&RXQW\
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the amount of two percent (2%) of aggregate purchases made during each calendar month (individually and collectively, “ Administrative Fees ”). Supplier’s annual sales shall be measured on a calendar year basis. All Administrative Fees shall be payable in U.S. Dollars and shall be made by wire to U.S. Communities, or its designee or trustee as may be directed in writing by U.S. Communities. Administrative Fees shall be due and payable within thirty (30) days of the end of each calendar month for purchases shipped and billed during such calendar month.
U.S. Communities agrees to pay to Lead Public Agency five percent (5%) of all Administrative Fees received from Supplier to help offset Lead Public Agency’s costs incurred in connection with managing the Master Agreement nationally.
5.2 Sales Reports. Within thirty (30) days of the end of each calendar month, Supplier shall deliver to U.S. Communities an electronic accounting report, in the format prescribed by Exhibit B, attached hereto, summarizing all purchases made under the Master Agreement during such calendar month (“ Sales Report ”). All purchases indicated in the Sales Report shall be denominated in U.S. Dollars. All purchases shipped and billed pursuant to the Master Agreement for the applicable calendar month shall be included in the Sales Report.
Submitted reports shall be verified by U.S. Communities against its registration database. Any data that is inconsistent with the registration database shall be changed prior to processing. U.S. Communities reserves the right upon reasonable advance notice to Supplier to change the prescribed report format to accommodate the distribution of the Administrative Fees to its program sponsors and state associations.
5.3 Exception Reporting/Sales Reports Audits. U.S. Communities or its designee may, at its sole discretion, compare Supplier’s Sales Reports with Participating Public Agency records or other sales analysis performed by Participating Public Agencies, sponsors, advisory board members or U.S. Communities staff. If there is a material discrepancy between the Sales Report and such records or sales analysis as determined by U.S.
Communities, U.S. Communities shall notify Supplier in writing and Supplier shall have thirty (30) days from the date of such notice to resolve the discrepancy to U.S. Communities’ reasonable satisfa ction. Upon resolution of the discrepancy, Supplier shall remit payment to U.S. Communities’ trustee within fifteen (15) calendar days. Any questions regarding an exception report should be directed to U.S. Communities in writing to [email protected]. If Supplier does not resolve the discrepancy to U.S. Communities’ reasonable satisfaction within thirty (30) days, U.S. Communities shall have the right to engage outside services to conduct an independent audit of Supplier’s reports.
Supplier shall solely be responsible for the cost of the audit.
5.4 Online Reporting. Within forty-five (45) days of the end of each calendar month, U.S.
Communities shall provide online reporting to Supplier containing Supplier’s sales reporting for such calendar month. Supplier shall have access to various reports through the U.S. Communities intranet website. Such reports are useful in resolving reporting issues and enabling Supplier to better manage its Master Agreement.
5.5 Usage Reporting. Within thirty (30) days of the end of each contract year, Supplier shall deliver to U.S. Communities an electronic usage report of all sales under the Master Agreement, including:
(i) Supplier’s Product Number
(ii) Product Description
(iii) Manufacturer Name
(iv) Manufacturer Number
(v) Unit of Measure
(vi) U.S. Communities Price
(vii) Number of times ordered
(viii) Units sold
(ix) Sales by Manufacturer
5.6 Supplier’s Failure to Provide Reports or Pay Administrative Fees . Failure to provide a Sales Report or pay Administrative Fees within the time and in the manner specified herein shall be regarded as a material breach under this Agreement and if not cured within thirty (30) days of written notice to Supplier, shall be deemed a cause for termination of the M aster Agreement at Lead Public Agency’s sole discretion or this Agreement at U.S.
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ARTICLE VI
MISCELLANEOUS
6.1 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding.
6.2 Assignment.
(a) Supplier. Neither this Agreement nor any rights or obligations hereunder shall be assignable by Supplier without prior written consent of U.S. Communities, and any assignment without such consent shall be void.
(b) U.S. Communities. This Agreement and any rights or obligations hereunder may be assigned by U.S. Communities in U.S. Communities’ sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform U.S. Communities’ obligations hereunder.
6.3 Notices. All reports, notices or other communications given hereunder shall be delivered by first- class mail, postage prepaid, or overnight delivery requiring signature on receipt to the addresses as set forth below.
U.S. Communities may, by written notice delivered to Supplier, designate any different address to which subsequent reports, notices or other communications shall be sent.
U.S. Communities: U.S. Communities
9711 Washingtonian Blvd. Suite 100
Gaithersburg, MD 20878-7381
Attn: Program Manager Administration
Supplier: ________________________________
________________________________
________________________________
________________________________
Attn: U.S. Communities Program Manager
6.4 Severability. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever.
6.5 Waiver. Any failure of a party to enforce, for any period of time, any of the provisions under this Agreement shall not be construed as a waiver of such provisions or of the right of said party thereafter to enforce each and every provision under this Agreement.
6.6 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
6.7 Modifications. This Agreement may not be effectively amended, changed, modified, altered or terminated without the prior written consent of the parties hereto.
6.8 Governing Law; Arbitration. This Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to any conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this dispute resolution clause, shall be determined by arbitration in Walnut Creek, California, before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional %LG5)30DULFRSD&RXQW\
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remedies in aid of arbitration from a court of appropriate jurisdiction. The prevailing party will be entitled to recover its reasonable attorneys' fees and arbitration costs from the other party. The arbitration award shall be final and binding. Each party commits that prior to commencement of arbitration proceedings, the parties shall submit the dispute to JAMS for mediation. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. The mediation will be conducted by each party designating a duly authorized officer or other representative to represent the party with the authority to bind the party, and that the parties agree to exchange informally such information as is reasonably necessary and relevant to the issues being mediated. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator or any JAMS employees, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within thirty (30) days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration shall proceed. The mediation may continue, if the parties so agree, after the appointment of the arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending.
6.9 Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon U.S. Communities, Supplier and any successor and assign thereto; subject, however, to the limitations contained herein.
[Remainder of Page Intentionally Left Blank – Signatures Follow]
%LG5)30DULFRSD&RXQW\
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IN WITNESS WHEREOF, U.S. Communities has caused this Agreement to be executed in its name and Supplier has caused this Agreement to be executed in its name, all as of the date first written above.
U.S. Communities:
U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE
By _______________________________
Name: Kevin Juhring
Title: President
Supplier:
_____________________________________
By _______________________________
Name: _______________________________
Title: _______________________________
%LG5)30DULFRSD&RXQW\
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SALES REPORT FORMAT
Appendix B - US (Data Format)
TIN Supplier ID Account No. Agency Name Dept Name Address City State Zip Agency Type Year Qtr Month Amount 956000735 178 89518997 CITY OF LA/MGMT EMPL SVCS Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2015 3 1 1525.50 956000222 178 34868035 LOS ANGELES COUNTY Facilities 350 S FIGUEROA ST STE 700 LOS ANGELES CA 90071 30 2015 3 1 1603.64 956000735 178 89496461 CITY OF LA/ENVIRON AFFAIR Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2015 3 1 1625.05 956000735 178 89374835 CITY OF LA/COMMUNITY DEV Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2015 3 1 45090.79 066002010 178 328NA0001053 GROTON TOWN OF PUBLIC WORKS Water 123 A St. GROTON CT 06340 20 2015 3 1 318.00 066001854 178 328NA0001051 GROTON CITY OF Administration 123 A St. GROTON CT 06340 20 2015 3 1 212.00 Column Name Required Data Type Length Example Comment
TIN Optional Text 9 956000735 No Dash, Do not omit leading zero.
Supplier ID Yes Number 3 111 See Supplier ID Table Below Account No. Yes Text 25 max
Agency Name Yes Text 255 max
Dept Name Optional Text 255 max
Address Yes Text 255 max
City Yes Text 255 max Los Angeles Must be a valid City name State Yes Text 2 CA
Zip Yes Text 5 90071 No Dash, Do not omit leading zero, Valid zip code Agency Type Yes Number 2 30 See Agency Type Table Below Year Yes Number 4 2010
Qtr Yes Number 1 4
Month Yes Number 2
Amount Yes Number variable 45090.79 Two digit decimal point, no $ sign or commas Agency Type ID Agency Type Description
10 K-12
11 Community College
12 College and University
20 City
21 City Special District
22 Consolidated City/County
30 County
31 County Special District
40 Federal
41 Crown Corporations
50 Housing Authority
80 State Agency
81 Independent Special District
82 Non-Profit
84 Other
Agency Type Table
Sales Report Template
SALES REPORT DATA FORMAT
Depends on supplier account no.
Los Angeles County
Purchasing Dept
12 %LG5)30DULFRSD&RXQW\
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EXHIBIT 8
STATE NOTICE ADDENDUM
Pursuant to certain state notice provisions the following public agencies and political subdivisions of the referenced public agencies are eligible to access the contract award made pursuant to this solicitation. Public agencies and political subdivisions are hereby given notice of the foregoing request for proposal for purposes of complying with the procedural requirements of said statutes:
Nationwide:
http://www.usa.gov/Agencies/Local_Government/Cities.shtml
Other states:
State of Oregon, State of Hawaii, State of Washington
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SERIAL 180233-RFP
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30 S
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SERIAL 180233-RFP
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30 S
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SERIAL 180233-RFP
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30 S
EXHIBIT 8
SERIAL 180233-RFP
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30 S
EXHIBIT 8
SERIAL 180233-RFP
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%LG5)30DULFRSD&RXQW\
30 S
EXHIBIT 8
SERIAL 180233-RFP
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%LG5)30DULFRSD&RXQW\
30 S
EXHIBIT 8
SERIAL 180233-RFP
/
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%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
EXHIBIT 9
FEMA STANDARD TERMS AND CONDITIONS ADDENDUM
FOR CONTRACTS AND GRANTS
If any purchase made under the Master Agreement is funded in whole or in part by Federal Emergency Management Agency (“FEMA”) grants, Contractor shall comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 (“44 CFR 13”).
In addition, Contractor agrees to the following specific provisions:
1. Pursuant to 44 CFR 13.36(i)(1), County is entitled to exercise all administrative, contractual, or other remedies permitted by law to enforce Contractor’s compliance with the terms of this Master Agreement, including but not limited to those remedies set forth at 44 CFR 13.43.
2. Pursuant to 44 CFR 13.36(i)(2), County may terminate the Master Agreement for cause or convenience in accordance with the procedures set forth in the Master Agreement and those provided by 44 CFR 13.44.
3. Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Contractor shall comply with the following federal laws:
a. Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor (“ DOL”) regulations (41 CFR Ch. 60);
b. Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR Part 3);
c. Davis-Bacon Act (40 U.S.C. 276a-276a-7) as supplemented by DOL regulations (29 CFR Part 5);
d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by DOL regulations (29 CFR Part 5);
e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental
Protection Agency regulations (40 CFR part 15); and
f. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
4. Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and 41.
5. Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions regarding patents:
a. All rights to inventions and/or discoveries that arise or are developed, in the course of or under this Agreement, shall belong to the County and be disposed of in accordance with County policy. The County, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries.
6. Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding copyrights:
a. If this Agreement results in any copyrightable material or inventions, in accordance with 44 CFR
13.34, FEMA reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes:
(1) The copyright in any work developed under a grant or contract; and (2) Any rights of copyright to which a grantee or a contactor purchases ownership with grant support. %LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
7. Pursuant to 44 CFR 13.36(i)(10), Contractor shall maintain any books, documents, papers, and records of the Contractor which are directly pertinent to this Master Agreement. At any time during normal business hours and as often as County deems necessary, Contractor shall permit County, FEMA, the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions.
8. Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three years after FEMA or County makes final payments and all other pending matters are closed. In addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42.
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SERIAL 180233-RFP
EXHIBIT 10
COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM
Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Contractor shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever is the more restrictive requirement. When using Federal Funding, Contractor shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act.
HUD-4010 Labor Provisions also applies to this contract.
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EXHIBIT 11
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200— UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.
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SERIAL 180233-RFP
EXHIBIT 12
ORACLE SOFTWARE TERMS AND CONDITIONS
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30 S
SERIAL 180233-RFP
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SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
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SERIAL 180233-RFP
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SERIAL 180233-RFP
EXHIBIT 13
ORACLE CLOUD TERMS AND CONDITIONS
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30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
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SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
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SERIAL 180233-RFP
EXHIBIT 14
ORACLE HARDWARE TERMS AND CONDITIONS
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
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SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
30 S
SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
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SERIAL 180233-RFP
%LG5)30DULFRSD&RXQW\
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ATTACHMENT A
PRICING
SERIAL 180233-RFP
NIGP CODE: 20655
RESPONDENT'S NAME:
COUNTY VENDOR NUMBER :
ADDRESS:
P.O. ADDRESS:
TELEPHONE NUMBER:
FACSIMILE NUMBER:
WEB SITE:
CONTACT (REPRESENTATIVE):
REPRESENTATIVE'S E-MAIL ADDRESS:
YES NO
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [ ] [ ] [ ] NET 10 DAYS [ ] NET 45 DAYS [ ] 1% 10 DAYS NET 30 DAYS [ ] NET 15 DAYS [ ] NET 60 DAYS [ ] 2% 30 DAYS NET 31 DAYS [ ] NET 20 DAYS [ ] NET 90 DAYS [ ] 1% 30 DAYS NET 31 DAYS [ ] NET 30 DAYS [ ] 2% 10 DAYS NET 30
D [ ] 5% 30 DAYS NET 31 DAYS
Product
Discount
Support
Discount
TOTAL DISCOUNTS 0% 0%
AVERAGE DISCOUNTS 0.000% 0.000%
TOTAL DISCOUNTS 0%
AVERAGE DISCOUNTS 0%
TOTAL DISCOUNTS 0%
AVERAGE DISCOUNTS 0%
TOTAL DISCOUNTS 0%
AVERAGE DISCOUNTS 0%
TOTAL DISCOUNTS -$
AVERAGE DISCOUNTS -$
TOTAL DISCOUNTS NA NA
AVERAGE DISCOUNTS NA NA
TOTAL DISCOUNTS 0%
AVERAGE DISCOUNTS 0%
TOTAL DISCOUNTS NA NA
AVERAGE DISCOUNTS NA NA
1.3.6 Support Services Recap
1.3.7 Training Recap
1.3.8 Financing Recap
1.3.4 Cloud Services Recap
1.3.5 Professional Services Recap
RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING PAYMENT TERMS.
FAILURE TO INDICATE PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS.
RESPONDENT MUST INITIAL THEIR SELECTION BELOW.
1.3.1 Perpetual License Recap
1.3.2 Engineered Systems Recap
1.3.3 Hardware Recap
%LG5)30DULFRSD&RXQW\
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ATTACHMENT A
PRICING
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Perpetual Licenses
Reseller:
1.3.1 Perpetual Licenses Catalog Products
Insert Percentage
Below
Insert Percentage
Below
Global Price List - shown in dark grey Metric Min. Discount for Licenses XX%
First Year
Maintenance
Percentage based
on discounted
license Cost
Technology Global Price List Products
Oracle Enterpise Edition Database Processor
Oracle Enterpise Edition Database Processor
Database Vault Processor
Advanced Security Processor
Oracle Fusion Applications Component Global Price List
Application Management Suite for Oracle Fusion Applications Named User Plus Application Management Suite for Oracle Fusion Applications Processor Oracle E-Business Suite Applications Global Price List
Component Pricing
Purchasing Application User
*Option: Sourcing Application User
*Option: Sourcing Optimization Application User
iProcurement Application User
Oracle Business Intelligence Applications Global Price List Component Pricing
Supply Chain and Order Management Analytics, Fusion Edition Application User Financial Analytics, Fusion Edition Application User
Procurement & Spend Analytics, Fusion Edition Application User Peoplesoft Component Global Price List
Absence Management Employee
Benefits Administration Employee
JD Edwards Component Global Price List
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Perpetual Licenses
Reseller:
1.3.1 Perpetual Licenses Catalog Products
Insert Percentage
Below
Insert Percentage
Below
Global Price List - shown in dark grey Metric Min. Discount for Licenses XX%
First Year
Maintenance
Percentage based
on discounted
license Cost
CRM Foundation Application User
CRM Foundation Connected Device
Oracle Construction & Engineering Global Price List
Primavera P6 Enterprise Project Portfolio Management Application User Primavera P6 Progress Reporter Application User
Primavera P6 Professional Project Management Application User TOTALS 0% 0%
AVERAGE DISCOUNTS 0.000% 0.000%
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Perpetual Licenses
Reseller:
1.3.1 Perpetual Licenses Catalog Products
Insert Percentage
Below
Insert Percentage
Below
Global Price List - shown in dark grey Metric Min. Discount for Licenses XX%
First Year
Maintenance
Percentage based
on discounted
license Cost
ORACLE PRODUCTS TRANSACTION BANDS FOR PRODUCT
0-$25000
$25000-$100,000
$100,000-$250,000
$250,000-$1,000,000
$1,000,000- PLUS
TOTALS 0% 0%
AVERAGE DISCOUNTS 0% 0%
DISCOUNT END
USER WITH
BUDGET LESS
THAN $100 MILLION
DISCOUNT END
USER WITH
BUDGET MORE
THAN $100 MILLION
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Engineered Systems
Reseller:
1.3.2 Engineered Systems Catalog Products
4 Insert Percentage
Below
Insert Percentage
Below Insert Percentage Below Insert Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Oracle Engineered Systems Global Price List
Min. Discount Eng
Systems
Hardware%
First Year Oracle
Premier Support
for Systems
Percentage based
on discounted
Hardware Cost
First Year Oracle
Premier Support for
Operating
SystemsPercentage
based on discounted
Hardware Cost
First Year Oracle
Customer Data
and Device
Retention
Percentage based
on discounted
Hardware Cost
Min. Discount for
Licenses XX%
First Year SULS
Percentage based
on discounted
license Cost
Product
Exadata
Exadata Storage Server X7-2 Extreme Flash (EF) plus Infiniband Infrastructure Exadata Storage Server X7-2 High Capacity (HC) plus Infiniband Infrastructure Exadata Eighth Rack Storage Server X7-2 High Capacity (HC) plus InfiniBand Infrastructure Exadata Storage Server Software
TOTALS 0% 0% 0% 0% 0% 0%
AVERAGE DISCOUNTS 0.000% 0.000% 0.000% 0.000% 0.000% 0.000% TOTAL 0%
AVERAGE TOTAL 0%
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13120 HARDWARE
Reseller:
1.3.3 Hardware, Servers, Storage and Networking
Catalog Products
Insert Percentage
Below
Insert Percentage
Below Insert Percentage Below Insert Percentage
Below
Insert Percentage
Below
Insert Percentage
Below
Global Price List - shown in dark grey Min. Discount
Hardware%
First Year Oracle
Premier Support
for Systems
Percentage based
on discounted
Hardware Cost
First Year Oracle
Premier Support for
Operating
SystemsPercentage
based on
discounted
Hardware Cost
First Year Oracle
Customer Data
and Device
Retention
Percentage based
on discounted
Hardware Cost
Min. Discount for
Licenses XX%
First Year SULS
Percentage based
on discounted
license Cost
Systems Hardware and Software Global Price List
SPARC S7-2 server: base with 1 SPARC S7 8-core 4.27 GHz processor (for factory installation) StorageTek Availability Suite Software
TOTALS 0% 0% 0% 0% 0% 0%
AVERAGE DISCOUNTS 0.000% 0.000% 0.000% 0.000% 0.000% 0.000% TOTAL 0%
AVERAGE TOTAL 0%
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Cloud Services
Reseller:
1.3.4 Cloud Services Catalog Products
Insert Percentage
Below
Global Price List - shown in dark grey Metric Min. Discount for Service XX%
Oracle Cloud Software as a Service (SaaS)
Oracle RightNow Global Price List
Oracle RightNow Standard Dynamic Agent Desktop Cloud Service Hosted Named User Oracle Policy Automation Agent Cloud Service Hosted Named User Oracle Taleo Cloud Service Global Price List
Oracle Talent Acqusition Cloud Service Hosted Employee
Taleo Scheduling Cloud Service Hosted Employee
Oracle Fusion Cloud Service Global Price List
Fusion CRM Base Premim Offering Cloud Service Hosted Named User Fusion Human Capital Management Base Cloud Service Hosted Employee Oracle Cloud Platform as a Service and Infrastructure as a Service (PaaS and IaaS) Oracle Cloud Platform as a Service and Infrastructure as a Service - Public Cloud Global Price List Oracle Analytics Cloud - Enterprise - Government OCPU Per Hour Oracle Database Cloud Service - Standard Edition - General Purpose - Non-metered - Public Sector Hosted Environment Oracle Storage Cloud Service - Non-metered - Public Sector TB of Storage Capacity
TOTALS 0%
AVERAGE DISCOUNTS 0%
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1.3.5 Consulting/Professional Services
Labor Category Year 1 Year 2 Year 3 Year 4 Year 5
Application Developer
Associate Consultant
Consulting/Engineer
Director/Engineer
Installation Engineer
Managing Principal Consultant
Practice Director
Practice Manager
Principal Consultant
Project Manager/Engineer
Senior Consultant/Engineer
Senior Project Manager
Sr. Application Developer
Sr. Practice Director
Sr. Principal Consultant
Sr. Systems Engineer
Staff Consultant
Systems Engineer
TOTAL - $ - $ - $ - $ - $ AVERAGE - $ - $ - $ - $ - $ TOTAL - $
TOTAL AVERAGE - $
Labor Rate(s)
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1.3.6 Technical Support Services and/or Maintenance Support Services Technical Support Services and/or Mainentance Support
Services fees are calculated as a factor of fees paid on net new licenses and/or harware, renewal of services thereafter are priced based on a percentage increase over prior years fees and provided in accordance with then current Technical Support Policies.
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13120 TRAINING
Reseller:
1.3.7 Oracle Training and University Products
Oracle University
Training Services
Customer Transaction
Band
$0 - $10,000 0%
$10,001 - $25,000 0%
$25,001 - $50,000 0%
$50,001 - $100,000 0%
$100,001 - $250,000 0%
$250,001 + 0%
TOTAL 0%
AVERAGE 0%
E-Business License and Technical Support Discounts (Enter Discount off of list price. List price detailed at www.oracle.com/education %LG5)30DULFRSD&RXQW\
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Reseller:
1.3.8 Financing Services
PARTNERS TO INSERT FINANCIING SERVICES TAB
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EXHIBIT 4
(DRAFT CONTRACT)
ORACLE PRODUCTS AND SERVICES
This Contract is entered into this _____ day of ____________, 20__ by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and _______________________________, a _________ corporation (“Contractor”) for the purchase of Oracle Products and Services.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of Five (5) years, beginning on the day of , 2018 and ending the day of , 2023.
1.2 The products and services which are the subject of this Master Agreement (“County Contract”) may be covered by a service or maintenance agreement. The term of the service or maintenance agreement shall be governed by that document and may survive the expiration of this Master Agreement.
1.3 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of Five (5) additional years , (or at the County’s sole discretion, extend the contract on a month-to-month bases for a maximum of six (6) months after expiration). The County shall notify the Contractor in writing of its intent to extend the Contract term at least sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter.
1.4 CONTRACT COMPLETION:
The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to the preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement.
2.0 PRICE ADJUSTMENTS (applies to percentages in contract):
Any requests for reasonable price adjustments must be submitted one hundred and twenty (120) calendar days prior to the Contract expiration . Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the date stipulated on the Contract.
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3.0 PAYMENTS:
3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.”
3.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
3.3 INVOICES:
3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information:
• Company name, address and contact
• County bill-to name and contact information
• Contract Serial Number
• County purchase order number
• Project name and/or number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Quantity (number of days or weeks)
• Contract Item number(s)
• Description of Purchase (product or services)
• Pricing per unit of purchase
• Freight (if applicable)
• Extended price
• Mileage w/rate (if applicable)
• Arrival and completion time (if applicable)
• Total Amount Due
3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order.
3.3.3 Payment shall only be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Contract Award the Contractor shall complete the Vendor Registration Form located on the County Department of Finance Vendor Registration Web Site (http://www.maricopa.gov/922/Vendors).
3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County.
3.3.5 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details.
3.4 PAYMENT RETENTION:
3.4.1 Ten percent (10%) of monies paid for Project Management and Project Labor earned by Contractor related to work under this Contract shall be retained by County until Final Completion of the services herein described in any project Exhibit B Scope of Work.
County may elect to release specific retention payments based on mutually agreed milestones, but in no case shall retention be released prior to Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this Contract by County through no fault of Contractor, Contractor shall be entitled to the refund of any funds in the retention account.
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3.4.2 After fifty percent (50%) of the work has been completed, the Maricopa County Executive Steering Committee may reduce the retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage shall be in the discretion of the Maricopa County Executive Steering Committee. Any interest earned on retainage shall accrue solely to the benefit of County.
3.4.3 The Contractor shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The Contractor is required to request this option at least ten (10) business days prior to submission of first Application for Payment to allow time for preparation of forms. The Contractor shall request and obtain securities forms through County. The County must identify either securities option or retention option prior to first Application for Payment.
3.5 APPLICABLE TAXES:
3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices.
3.5.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
3.5.3 Tax Indemnification: 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 Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including; transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation.
3.6 TAX (SERVICES):
No tax shall be invoiced or paid against Contr actor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes.
3.7 TAX (COMMODITIES):
Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes.
3.8 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a solicitation issued by the County.
3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s):
County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures.
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4.0 AVAILABILITY OF FUNDS:
4.1 The provisions of this Contract relating to payment for services shall become effective when funds assigned for the purpose of compensating the Contractor as herein provided are actually available to County for disbursement. The County shall be the sole judge and authority in determining the availability of funds under this Contract. County shall keep the Contractor fully informed as to the availability of funds.
4.2 If any action is taken by, any State agency, Federal department, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in connection with, this Contract, County may amend, suspend, decrease, or terminate its obligations under, or in connection with, this Contract. In the event of termination, County shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this Contract. County shall give written notice of the effective date of any suspension, amendment, or termination under this Section, at least ten (10) days in advance.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibit “B” , or as otherwise directed in writing by the issuance of a project scope of work or Purchase Order by the Procurement Officer.
5.2 During the Contract term, County may provide Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its contractual obligations.
6.0 TERMS AND CONDITIONS:
6.1 INDEMNIFICATION:
To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder.
The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other Party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of the negligent performance of this Agreement, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence, %LG5)30DULFRSD&RXQW\
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misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers.
6.2 INFRINGEMENT DEFENSE INDEMNIFICATION:
6.2.1 Defense and Indemnity: Contractor shall defend, Participate and Share in the Cost, as defined below, in the full defense of the County against any Claim, as defined below, and will indemnify and hold harmless the County as provided for in this Section for any judgments, settlements and court awarded attorney’s fees resulting from a Claim where the claimant is adjudged the successful party in the Claim. Contractor’s obligations under this Section are conditioned on the following: (i) County promptly notifies Contractor of the Claim in writing upon being made aware of the Claim; (ii) County gives Contractor lead authority and County being control of the defense and (if applicable) settlement of the Claim, provided that County’s legal counsel may participate in such defense and settlement, at County’s expense, and (iii) County provides all information and assi stance reasonably requested by Contractor to handle the defense or settlement of the Claim. For purposes of this Section, “Claim” means any cause of action in a third party action, suit or proceeding against County alleging that Contractor software, or its upgrades, modifications, or revisions, as of its delivery date under this Contract, infringes a valid U.S. patent, copyright or trademark. For the purposes of this section, “Participate and Share in the Costs” means Contractor will assist the County in the defense of the claim, to the extent agreed to by the parties, except that Contractor shall be solely responsible for any and all costs adjudged in a successful Claim against the County.
6.2.2 Remedial Measures: If software becomes, or Contractor reasonably believes use of software may become the subject of a Claim, Contractor may, at its own expense and option: (i) procure for County the right to continue use of the Product; (ii) replace or modify the software; or to the extent that neither (i) nor (ii) are deemed commercially practicable, (iii) refund to County a pro-rated portion of the applicable fees for software based on a linear depreciation monthly over 10 year useful life, in which case County will cease all use of software and return it to Contractor.
6.2.2.1 Exceptions: Contractor will have no defense or indemnity obligation for any Claim based on: (i) modifications by someone other than Contractor; (ii) software has been modified by Contractor in accordance with County-provided specifications or instructions; (iii) use or combination by the County of software with Third Party Products, open source or freeware technology; (iv) Third Party Products, open source or freeware technology; (v) a product that is used or located by County in a country other than the country in which or for which it was supplied by Contractor; (vi) possession or use of a product after Contractor has informed County of modifications or changes required to avoid such Claim and offered to implement those modifications or changes, if such Claim would have been avoided by implementation of Contractor's suggestions and to the extent County did not provide Contractor with a reasonable opportunity to implement Contractor's suggestions; or (vii) the amount of revenue or profits earned or other value obtained by the use of Products, or the amount of use of the Products. “Third Party Products” means any products made by a party other than Contractor, and may include, without limitation, products ordered by County from third parties. However, components of Contractor branded Products are not Third Party Products if they are both: (i) embedded in Third Party Products (i.e., not recognizable as standalone items); and (ii) not identified as separate items on Contractor’s price list, quotes, order specifications forms or documentation.
6.2.3 The foregoing states Contractor’s entire liability, and County’s sole and exclusive remedy except as provided at law or equity, with respect to any infringement or misappropriate of any intellectual property rights of another party.
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6.3 SOURCE CODE ESCROW REQUIREMENT (IF APPLICABLE):
6.3.1 The Contractor shall provide all source code and any updates or fixes for the Contractor Commercial o ff the Shelf (“COTS”) application software that Maricopa County has purchased from Contractor for safekeeping with a mutually acceptable escrow agent within thirty (30) days of award. The software source deposited with the escrow agent will be a snapshot of all source code maintained by Contractor in the form of a Microsoft Visual Source Safe Archive. In this way, as beneficiary of the escrow agreement between Contractor and escrow agent, Maricopa County will have access to all source code of the products that they license for all versions of the software. Furthermore, the escrowed code shall include all code specifically developed for Maricopa County including, but not limited to: interfaces, Extraction-Transformation-Loading (ETL) routines for data conversion, and all custom code. Upon taking possession of the source code, Maricopa County will have the right to use the source for products that they license in the versions currently installed on the System or any subsequent versions in the archive. Contractor will make a deposit of the Source Safe Archive with the escrow agent upon the release of version release or once every six (6) months, whichever occurs first.
6.3.2 Maricopa County hereby agrees to pay the yearly standard fee for a beneficiary of the source code.
6.3.3 Maricopa County shall have access to the source code in the event any of the following circumstances:
6.3.3.1 the sale, assignment, or transfer to any third party of any of Contractor’s rights in the licensed product (or any portion thereof) if such sale, assignment, or transfer would prevent Contractor from fully performing any of its obligations under any agreement with Maricopa County;
6.3.3.2 Contractor becomes insolvent or commits any affirmative act of insolvency, or generally fails to pay, or admits in writing its inability to pay, debts as they become due, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under, or case in, any bankruptcy or insolvency law, or Contractor takes any action to authorize, or in the furtherance of, any of the foregoing;
6.3.3.3 Contractor discontinues providing full support and maintenance services for the licensed product in accordance with its obligations pursuant to any agreement with Maricopa County;
6.3.3.4 Contractor has ceased to do business or improperly refuses to provide any services pursuant to any agreement with Maricopa County;
6.3.3.5 Contractor has breached (and if subject to a cure period, has not cured such breach within such period) any material term or condition of any agreement with Maricopa County;
6.3.3.6 Any change of control of Contractor or Contractor’s pa rent company, where such party is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of such party are acquired by any entity, or such party is merged with or into another entity to form a new entity; or
6.3.3.7 Any other circumstance in which Maricopa County is entitled to access or use the applicable deposit materials (including, but not limited to, the source code) under the express terms of any agreement between Contractor and Maricopa County.
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6.3.4 Upon Maricopa County taking possession of the source code, Maricopa County hereby agrees as follows:
6.3.4.1 Maricopa County accepts full and total responsibility for the safekeeping of the source code. Maricopa County agrees that such source code shall be subject to the restrictions of transfer, sale, and reproduction placed on the software itself as stated in the software license signed by all parties.
6.3.4.2 Maricopa County agrees to only use source code related to applications for which they own a license. There will be source from other applications in the archive.
6.3.4.3 Maricopa County agrees, if so ordered by a court of competent jurisdiction, to compensate Contractor for any and all damages Contractor suffers, to include reasonable attorney’s fees, r esulting directly or indirectly from, but not limited to, the mishandling, misuse, or theft of the source code, regardless of intent, or the absence thereof, by Maricopa County, its employees, agents and third-party contractors.
6.3.4.4 No license under any trademark, patent, copyright, or any other intellectual property right, is either granted or implied by the disclosure of the source code to Maricopa County. The Contractor’s disclosure of the source code to Maricopa County shall not constitute any representation, warranty, assurance, guarantee or inducement by the Contractor to Maricopa County of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of third persons or of Contractor.
6.3.4.5 Contractor will not be responsible for maintaining the source code.
Furthermore, Contractor will not be liable for any consequences related to the use of source code modified by Maricopa County.
6.4 INSURANCE:
6.4.1 Contractor, at C ontractor’s own expense, 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, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County.
6.4.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract.
6.4.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it.
6.4.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies.
6.4.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its %LG5)30DULFRSD&RXQW\
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option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit.
6.4.6 The insurance policies required by this Contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds.
6.4.7 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service.
6.4.8 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage.
6.4.9 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $2 ,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the premises under this Contract.
6.4.10 Workers’ Compensation:
Workers’ Compensation insurance to cover obligations imposed by Federal and State statutes having jurisdiction of Contrac tor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit.
Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract.
6.4.11 Errors and Omissions (Professional Liability) Insurance:
Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the Contractor, with limits of no less than $2,000,000 for each claim.
6.4.12 Crime:
Contractor shall maintain Commercial Crime Liability Insurance with a limit of not less than $500,000 for each occurrence. The policy shall include, but not be limited to, coverage for employee dishonesty, fraud, theft, or embezzlement.
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6.4.13 Cyber:
Policy Limit:
6.4.13.1 The policy shall be issued with minimum limits of $100,000.
6.4.13.2 The policy shall include coverage for all directors, officers, agents and employees of the Contractor.
6.4.13.3 The policy shall include coverage for third party fidelity.
6.4.13.4 The policy shall include coverage for theft.
6.4.13.5 The policy shall contain no requirement for arrest and conviction.
6.4.13.6 The policy shall cover loss outside the premises of the Named Insured.
6.4.13.7 The policy shall endorse (Blanket Endorsements are not acceptable) the Department as Loss Payee as our interest may appear.
6.4.14 Technology Errors & Omission Insurance:
x Each claim $2,000,000
x Annual Aggregate $2,000,000
Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this Contract.
In the event that the Tech E&O insurance required by this Contract is written on a claims- made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed.
6.4.15 Network Security (Cyber) and Privacy Liability (IF APPLICABLE TO PROJECT):
x Each Claim $2,000,000
x Annual Aggregate $2,000,000
Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation, and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss.
In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed.
6.4.16 County shall be a Certificate Holder:
Before providing the services as defined above, Developer shall furnish County with Certificates of Insurance evidencing coverage required by this Article. The certificates shall identify County as additional insured and shall be signed by a person authorized by that insurer to bind coverage on its behalf.
All obligations for occurrence coverage shall survive termination of this Agreement.
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not be canceled, terminated or materially altered without thirty (30) days prior written notice to County.
All insurance obligations of this Article shall survive termination of this Agreement.
It is understood that the County is “Self -Insured” and a Certificate of Insurance shall be provided by County upon approval of this Agreement by the Parties.
6.4.17 Certificates of Insurance:
6.4.17.1 Prior to Contract award, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insure r(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title.
6.4.17.2 In the event any insurance policy(ies) required by this Contract is(are) written on a claims made basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance.
6.4.17.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) calendar days prior to the expiration date.
6.4.18 Cancellation and Expiration Notice:
Applicable to all insurance policies required within the Insurance Requirements of this Contract, Con tractor’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 Maricopa County. Contractor must provide to Maricopa County, within two (2) business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring.
Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to the Procurement Officer noted in the solicitation.
6.5 BOND REQUIREMENT (IF REQUIRED FOR ANY PROJECT):
6.5.1 Concurrently with the submittal of the Contract, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor.
6.5.1.1 Performance Bond equal to the full Contract amount ($________or as specified) conditioned upon the faithful performance of the Contract in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Contract.
6.5.1.2 A Payment Bond equal to the full Contract amount ($________or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Contract.
6.5.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney’s fees as may be fixed by a judge of the court.
6.5.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the %LG5)30DULFRSD&RXQW\
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Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency.
The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this State, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated “Best -A” or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company.
6.6 FORCE MAJEURE:
6.6.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service.
6.6.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply.
6.6.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.
6.6.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non-performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion.
6.7 WARRANTY (IF APPLICABLE):
6.7.1 The minimum warranty for products shall be 90-days, or the manufacturers' warranty, whichever is greater. Warranty replacement shall be done at no additional cost to the County. This includes special order or non-stock parts. Freight charges, transportation charges, etc. are all incurred by the Contractor. The effective date on all warranties shall commence upon the date of installation.
6.7.2 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship.
6.7.3 The warranty period for workmanship shall be for an initial period of twelve (12) months and commence upon acceptance by County.
6.7.3.1 The Contractor shall indicate on the Price Sheet the duration of the warranty and any applicable limitations or conditions which may apply.
6.7.3.2 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations.
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6.7.4 Contractor shall respond to all warranty requests within 24-hours of notification.
6.8 DELIVERY:
6.8.1 Delivery shall be made within 48 hours after receipt of order (ARO)
6.8.2 Exceptions to delivery schedule will be special order items that must be identified.
6.8.3 Maricopa County reserves the right to obtain material on the open market in the event Contractors fail to make delivery and charge any price differential to the Contractor.
6.8.4 Delivery shall be F.O.B. Destination, Freight Prepaid.
6.9 EXPEDITED DELIVERY:
6.9.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County.
6.9.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs, the Using Agency shall advise the Contractor to proceed.
6.9.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file.
6.10 SHIPPING DOCUMENTS:
A packing list or other suitable shipping document shall accompany each shipment and shall include the following:
6.10.1 Contract Serial number.
6.10.2 Contractor’s name and address.
6.10.3 Using Agency name and address.
6.10.4 Using Agency purchase order number.
6.10.5 A description of product(s) shipped, including item number(s), quantity(ies), number of containers and package number(s), as applicable.
6.11 PERFORMANCE:
It shall be the Contractor’s responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor.
6.12 SHIPPING CHARGES:
6.12.1 Shipping costs will be borne by the Contractor. FOB: Destination.
6.12.2 Exceptions to normal shipping charges:
Expedited freight will be pre-paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements. These requirements will be made in writing to the contractor.
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6.13 PACKAGING/PACKING:
Unless otherwise stated, commercial packages and packing, suitable for the type, size, and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable.
6.14 OPERATING MANUALS:
Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department. These may be provided in hard copy or electronically.
6.15 INSTALLATION:
The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition.
6.16 ACCEPTANCE (IF APPLICABLE):
6.16.1 Perpetual Licenses – Software is made available via a web link provided by the Licensor; there is no acceptance period for perpetual licenses.
6.16.2 Engineered Systems and Hardware - For Customer’s Initial purchase of each Engineered Systems or Hardware the Contractor shall provide an acceptance test period (the “Test Period “) th at commences upon Installation. Installation shall be defined as:
a.) the Equipment, if any, is mounted; b.) the Software is installed on the data base server(s) and/or personal computer(s); and c.) implementation team training, if any, is complete. During the Test Period, County shall determine whether the Equipment and Software meet the Contractor published electronic documentation, (“Specifications”).
The Test Period shall be for at least ninety (90) calendar days, or as negotiated for that specific project. If County has not given Contractor a written deficiency statement specifying how the Equipment or Software fails to meet the Specification (“Deficiency Statement’) within the Test Period, the Equipment and Soft ware shall be deemed accepted. If County provides a Deficiency Statement within the Test Period, Contractor shall have thirty (30) calendar days to correct the deficiency, and the Customer shall have an additional sixty (60) calendar days to evaluate the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the second thirty (30) calendar day period, the County may terminate this Contract. Upon any such termination, Contractor shall, at Contractor’s cost, remove all equipment and software from County premises and equipment. County shall return all Equipment and Software to Contractor, and Contractor shall refund any monies paid by County to Contractor. Upon completion of these terms, neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test.
6.16.3 Cloud Services – Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services.
6.17 RETURN POLICY:
The Bidders shall state their return policy, time limitations, or restocking charges (if any) for such returns. Products will not be accepted in damaged or broken/unsealed packages. Credit memos shall be issued, in accordance with the Contractor’s return policy. If a restocki ng charge is applied, the credit memo must reflect the full credit amount of each item returned and the restocking charge shall be a separate line.
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6.18 INSPECTION OF SERVICES (IF APPLICABLE):
6.18.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires.
6.18.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work.
6.18.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in se rvices cannot be corrected by re-performance, County may:
6.18.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and
6.18.3.2 Reduce the Contract price to reflect the reduced value of the services performed.
6.18.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may:
6.18.4.1 By Contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or
6.18.4.2 Terminate the Contract for default.
6.19 ORDERING AUTHORITY:
Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment.
6.20 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION:
This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved.
6.21 PURCHASE ORDERS:
County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc.
6.22 BACKGROUND CHECK (IF REQUIRED BY PROJECT):
Contractors need to be a ware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the Contractor, subcontractors and employees.
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6.23 SUSPENSION OF WORK:
The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Contract.
6.24 STOP WORK ORDER:
The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either:
6.24.1 Cancel the stop work order; or
6.24.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract.
6.24.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or Contract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor.
6.25 TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor.
6.26 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to:
6.26.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension;
6.26.2 Make progress, so as to endanger performance of this Contract; or
6.26.3 Perform any of the other provisions of this Contract.
The County’s right to terminate this contract under these subparagraph s may be exercised if the Contractor does not cure such failure within ten (10) business days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure.
6.27 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the Contract, if any person %LG5)30DULFRSD&RXQW\
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significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the County from any other party to the Contract arising as the result of the Contract.
6.28 CONTRACTOR LICENSE REQUIREMENT:
6.28.1 The Contractor shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Contractor shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the Department of any and all changes concerning permits, insurance or licenses.
6.28.2 Contractor furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. Contractor is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the Contract. Contractors are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing requirements for a particular contract. Contractor shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract.
6.29 SUBCONTRACTING:
6.29.1 The Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Contract Number and identify the job project.
6.29.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the subcontractor’s invoice must accompany the Prime Contractor’s invoice.
6.30 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County.
6.31 ADDITIONS/DELETIONS OF REQUIREMENTS:
The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County.
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6.32 STRICT COMPLIANCE:
Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract.
6.33 VALIDITY:
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract.
6.34 SEVERABILITY:
The removal, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of this Contract.
6.35 RIGHTS IN DATA:
The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to a Contract and to the performance thereunder.
6.36 NON-DISCRIMINATION:
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin.
6.37 ISRAEL BOYCOTT:
By signing this Contract, the Contractor certifies that they are in compliance with Article 9, A.R.S. § 35-393 et seq.
6.38 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.38.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, it’s current officers and directors;
6.38.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction;
6.38.1.2 have not within three (3) year period preceding this Contract;
6.38.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and
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destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract;
6.38.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default.
6.38.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution.
6.38.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract.
6.39 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.39.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three (3) years, whichever is longer . I-9 forms are available for download at USCIS.GOV.
6.39.2 The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.39.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the Contract and may pursue any and all remedies allowed by law, including, but not limited to; suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.
6.40 INFLUENCE:
As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct may be grounds for Disbarment or Suspension under MC1-902.
An attempt to influence includes, but is not limited to:
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6.40.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy,
6.40.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind.
If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract.
ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY
PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED
DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARDS TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY
COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY
DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS.
6.41 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS:
6.41.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112 –239) and section
3.908 of the Federal Acquisition Regulation;
6.41.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request.
6.41.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013).
6.42 UNIFORM ADMINISTRATIVE REQUIREMENTS:
By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200 — UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.
6.43 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW:
6.43.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials.
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document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented.
6.44 AUDIT DISALLOWANCES:
If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County.
6.45 OFFSET FOR DAMAGES:
In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the Contract.
6.46 CONFIDENTIAL INFORMATION:
Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information.
The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract.
The Contractor’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) business days of the written request to do so.
Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination.
6.47 PUBLIC RECORDS:
Under Arizona law, all Contracts are public records and must be retained by the Records Manager at the Office of Procurement Services. Contracts shall be open to public inspection and copying after Contract award and execution, except for such Contracts or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services.
6.48 PRICES:
Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services.
6.49 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, express or implied.
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6.50 RELATIONSHIPS:
6.50.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor.
6.50.2 The County reserves the right of final approval on proposed staff for all Task Orders.
Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County.
6.51 GOVERNING LAW:
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions or lawsuits involving this Contract will be in Maricopa County Superior Court, Phoenix, Arizona.
6.52 ORDER OF PRECEDENCE:
ct and Contractor’s license agreement, if
6.53 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.53.1 Exhibit A, Pricing;
6.53.2 Exhibit B, Scope of Work;
6.53.3 Exhibit C, Oracle Standard Terms and Conditions for Products and Services; and
6.53.4 Exhibit D, Office of Procurement Services Contractor Travel and Per Diem Policy
NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
C L E R K O F T H E B O A R D D A T E
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
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