C-73-23-074-X-00
SERIAL 230077-S ELECTRONIC RESOURCES AND MULTIMEDIA DOWNLOADS DATE OF LAST REVISION: March 29, 2023 CONTRACT END DATE: March 31, 2024 CONTRACT PERIOD THROUGH MARCH 31, 2024
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for ELECTRONIC RESOURCES AND MULTIMEDIA DOWNLOADS ttached to this letter is bublished an entective purchasina contract tor producis and/or services to b upplied to Maricopa County activities as awarded by Maricopa County on March 29, 202 All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above.
Kein lipe
Kevin Tyne, Chiof Procurement Officer
Office of Procurement Services
MG/mm
Attach
Copy to: Office of Procurement Services
John Werbach, Library District
(Please remove Serial 171101-S from your contract notebooks) SERIAL 230077-S
MIDWEST TAPE, LLC, 1417 TIMBERWOLF DR., HOLLAND, OHIO 43528 COMPANY NAME: Midwest Tape, LLC
DOING BUSINESS AS (dba):
MAILING ADDRESS: P.O. Box 820, Holland, Ohio 43528
REMIT TO ADDRESS: P.O. Box 715733, Cincinnati, Ohio 45271 TELEPHONE NUMBER: 800-875-2785
FAX NUMBER: 800-444-6645
WWW ADDRESS: www.midwesttape.com
REPRESENTATIVE NAME: Sue Bascuk
REPRESENTATIVE TELEPHONE NUMBER: 800-875-2785
REPRESENTATIVE EMAIL ADDRESS [email protected]
YES REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO
PURCHASE FROM THIS CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
PAYMENT TERMS: NET 30 DAYS
CATALOG DISCOUNT
Catalog Discount Description
Products Catalog Discount Information
0% | Product URL - www.hoopladigital.com
PRICING SHEET: NIGP CODE 78587
Terms: NET 30
Vendor Number: VC0000003690
Certificates of Insurance Required
Contract Period: To cover the period ending March 31, 2024.
C-73-23-074-X-00
SERIAL 230077-S
ATTACHMENT B: AGREEMENT PAGE
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 agreement.
BY SIGNING THIS PAGE, THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED MARICOPA COUNTY'S "STANDARD TERMS AND CONDITIONS," A COPY OF WHICH CAN BE FOUND AT https://www.maricopa.gov/DocumentCenter/View/6453.
Midwest Tape, LLC 37-1499686 607331498
RESPONDENT (FIRM) SUBMITTING PROPOSAL FEDERAL TAX ID # DUNS# Sue Bascuk, Vice President
PRINTED NAME AND TITLE AUTHORIZED SIGNATURE
1417 Timberwolf Drive 800-875-2785 800-444-6645
ADDRESS TELEPHONE # FAX #
Holland. Ohio 43528 December 16, 2022
CITY STATE ZIP DATE
www.hoopladigital.com [email protected] or [email protected]
WEBSITE EMAIL
MARICOPA COUNTY, ARIZONA
BY: _ APR 0 4 2023
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
APR 0 4 2023
CLERK OF THE BOARD DATE 032923
APPROVED AS TO FORM:
Nikolaus & Decker 04/03/2023
DEPUTY COUNTY ATTORNEY DATE
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ELECTRONIC RESOURCES AND MULTIMEDIA DOWNLOADS
1.0 INTENT
1.1 The intent of this solicitation is to establish a multiple-award contract with providers of digital books, magazines, videos, music and other downloadable content and other resource as well as database access and any related and/or supporting services.
1.2 Other governmental entities under agreement with Maricopa County (County) may hav access to services provided hereunder (see also Sections 3.12 and 3.13 below)
1.3 satisfy the County's needs or to ensure adequate competition on any project or task order work.
1.4 County reserves the right to award this contract to multiple vendors. The County reserves he 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 SPECIFICATIONS
21 Contractor shall provide access to fiction and non-fiction e-books and e-audiobooks, magazines, streaming video and music in, in all subject areas, all languages and for all ages including:
.1.1 Adult - Providing information to the general population for leisure, persona nterests, general knowledge, and life-long learning
2.1.2 Juvenile - Providing information for leisure, personal interests and to ensurin adequate content for our K-12 customers
2213 Yung Adul - Providing content for lalure interests as wall as educational 22 DELIVERY METHOD
It is preferred that resources be delivered via the Internet to library service locations (i.e.:
library buildings) in Maricopa County, Arizona. Remote access to these resources from our customer's homes or offices is considered a standard service by The Library District Either the contractor and/or District will implement proper custome authentication methods. The District currently takes appropriate measures to ensure tha electronic resources are only used by authorized customers of our branches and will continue to do so under the resulting contract.
2.3 RESOURCES AND/OR SERVICES
2.3.1 This contract covers any type of downloadable and/or aggregated electronic book,
2.3.2 Where applicable and appropriate, contractor shall provide server space, customized website and related resources and services.
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2.4 PREFERRED FEATURES
Preferred features set forth in this section indicate the minimal information to be considered, capabilities that are desired, or minimum performance levels that are desired.
2.4.1.1 Copyright and royalty fees shall be included in price.
2.4.1.2 Statistics
2.4.1.2.1 Contractor shall provide usage statistics, in an electronic format, to District at no additional charge, upon request.
2.4.1.3 Remote Access
Contractor shall provide remote access. "Remote access" is defined as access from workstations in buildings on the same telecommunications network as the library (e.g.,
county government, city government, etc.), and access from home, office or other outside-the-library locations used by the library's customers.
2.4.1.4 Seamless Integration
2.4.1.4.1 There shall be seamless integration with the District's website, patron authentication, and catalog systems using standard protocol. It is our intention to integrate customer title records for electronic resources with other materials.
2.4.1.5 Printing Results
2.4.1.5.1 End user shall have ability to print.
2.4.1.6 Training
2.4.1.6.1 On-site and/or distance learning options are our first preference. Online tutorials or other self-training tools may be considered.
2.4.1.7 Machine Readable Cataloging Record (MARC) Catalog Records
2.4.1.7.1 Contractor shall provide MARC records for integration into the Library District's catalog. Direct links from the Librarv District's catalog to the digital title page or appropriate destination will be provided to customers for resource
2.4.1.8 Enhanced Metadata
2.4.1.8.1 Metadata support (images/cover art) including information about the collection (title, artist, reviews, and genre) may be considered a plus.
2.4.1.9 Collection Development Tools
2.4.1.9.1 Collection development tools shall be available to allow development of the District electronic resources. The
District will be able to search for titles using various limiting options (i.e., format, language, subject, and publisher).
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2.4.1.10 Purchase Order Tools
2.4.1.10.1 Purchases order tools shall be made available that develop lists, provide pricing and facilitate invoicing and payment.
2.5 TECHNICAL AND DESCRIPTIVE SALES LITERATURE
The contractor shall provide URL(s) for catalog(s) and may also provide sales literature and brochures and copies of any manufacturer's technical and/or with the bid. Failure to include this information may result in the bid being rejected.
3.0 PURCHASING REQUIREMENTS
3.1 DELIVERY
3.1.1 Delivery is desired as soon as possible, and details shall be stipulated on the purchase order. Contractor shall notify the County representative listed on the order if the requested delivery date and/or the anticipated lead time cannot be me -ailure to communicate to County changes in the order status may result in default proceedings.
3.1.2 Supplies or equipment shall be delivered between the hours of 8:00 a.m. and 5:00 p.m. MST, Monday through Friday, except on County recognized holidays.
3.1.3 Delivery shall be F.O.B. Destination Freight Prepaid
3.2 EXPEDITED DELIVERY
3.2.1 If the department determines that expedited delivery or other alternate shipping is required, it shall notify the contractor. Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the
3.2.2 The department shall not advise the contractor to proceed with an expedited Sion enrei ace able termal area, the department parase re is trace.
3.2.3 Upon receipt of material(s) and invoicing, the department shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The department 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
3.3.2 Contractor's name and address
3.3.3 Department name and address
3.3.4 Department purchase order number
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3.3.5 A description of products) shipped, including item numbers), quantity(ies), number of containers and package numbers), as applicable
3.4 SHIPPING TERMS
Bid price(s) and terms shall be F.O.B. Destination Freight Prepaid at the locations) stipulated on the purchase order. All delivery locations are within Maricopa County.
3.5 ACCEPTANCE
Upon completion, services shall be deemed accepted and the warranty period shall begin.
3.6 USAGE REPORT
Contractor shall furnish the County a usage report upon request delineating the acquisition activity governed by the contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit.
3.7 BACKGROUND CHECK
Bidders/proposers need to be aware that they may be required to pass multiple background checks (e.g., Sheriff's Office, County Attorney's Office, Courts, as well as County general government) to determine if the respondent is acceptable to do business with the County.
This applies to (but is not limited to) the company, subcontractors, and employees.
3.8 INVOICES AND PAYMENTS
Contractor shall submit one legible copy of their detailed invoice before payments) will be made. Incomplete invoices will not be processed. At a minimum, the invoice must provide the following information:
Company name, address, and contact information
County bill-to name and contact information
Contract serial number
County purchase order number
Invoice number and date
Payment terms
Date of service or delivery
Quantity (e.g., number of days or weeks)
Contract item numbers)
Arrival time and completion time (if applicable)
Description of purchase (product or services)
Pricing per unit of purchase
Extended price (by line item)
Total amount due
3.8.2 Commodities must be billed as a separate line item.
3.8.3 Problems regarding billing or invoicing shall be directed to the department as listed on the purchase order.
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 SERIAL 230077-S
Vendor Registration Form accessible through the County Department of Finance Vendor Registration website at https://www.maricopa.gov/5169/Vendor- Information.
3.8.5 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County.
EFT payments to the routing and account numbers designated by the contractor shall include the details on the specific invoices that the payment covers. ontractor is required to discuss remittance delivery capabilities with thei esianated financial institution for access to those details
3.9 APPLICABLE TAXES
It is the responsibility of the contractor to determine any and all applicable taxes and include those taxes in their proposal. The legal liability to remit the tax is ol he entity conducting business in Arizona. Tax is not a determining factor in contract award.
3.9.2 The County will look at the price or offer submitted and will not deduct, add, or alter your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation, regardless of mistake or omission of tax liability. If the County finds over payment of a project due to tax consideration that was not due, the contractor will be liable to the County for that amount, and by contracting with the County agrees to remit any overpayments back to the County for miscalculations on taxes included in a bid price.
3.9.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to their operation and any persons employed by the contractor. Contractor shall, and require all subcontractors to, hold the County harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under Federal and/or state and local laws and regulations, may be required to establish, to the satisfaction of County, that any and all fees and taxes due to the City or the State of Arizona for any license or transaction privilege taxes, use taxes, or similar excise taxes are currently paid (except for matters under legal protest).
3.10 PERFORMANCE
It shall be the contractor's responsibility to meet the proposed performance requirements.
The County reserves the right to obtain services on the open market in the event the contractor fails to perform, and any price differential will be charged against the contractor.
3.11 POST AWARD MEETING
Contractor may be required to attend a post-award meeting with the department to discuss the terms and conditions of this contract. This meeting will be coordinated by the procurement officer of the contract.
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3.12 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)
The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful respondent under this solicitation, a member of SAVE may access a contract resulting from a solicitation issued by the County. If contractor does not want to grant such access to a member of SAVE, state so in the bid. In the absence of a statement to the contrary, the County will assume that contractor does wish to grant access to any contract that may result from this bid. The County assumes no responsibility for any purchases by using entities.
3.13 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs) County currently holds ICPAs with numerous governmental entities. These agreements allow those entities, with the approval of the contractor, to purchase their requirements under the terms and conditions of the County contract. It is the responsibility of the non- County government entity to perform its own due diligence on the acceptability of the contract under its applicable procurement rules, processes, and procedures. Certain governmental agencies may not require an ICPA and may utilize this contract if it meets their individual requirements. Other governmental agencies may enter into a separate Statement of Work with the contractor to meet their own requirements. The County is not a party to any uses of this contract by other governmental entities.
3.14 VOLUNTARY EMPLOYEE DISCOUNTS
3.14.1 Contractors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a contractor offers or does not ofter an employee discount is not a factor considered in the evaluation of responses to
3.14.2 Any discount offered is part of a commercial transaction between the contractor and individual County employees and the County is not a party to the transaction.
Any disputes or issues arising from an individual commercial transaction between the contractor and an individual County employee is a matter between the contractor and the employee. If a discount is offered, the terms will be announced to County employees.
4.0 CONTRACTUAL TERMS & CONDITIONS
4.1 CONTRACT TERM
This Invitation for Bids (IFB) is for awarding a firm, fixed price purchasing contract to cover a term of one year.
4.2 OPTION TO RENEW
The County may, at its option and with the concurrence of the contractor, renew the term of this contract up to a maximum of four additional years, (or at the County's sole discretion, extend the contract on a month-to-month basis for a maximum of six months after expiration). Contractor shall be notified in writing by the Office of Procurement Services of the County's intention to renew the contract term at least 60 calendar days prior to the expiration of the original contract term.
4.3 CONTRACT COMPLETION
In preparation for contract completion, the contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to, preparation of a transition plan and SERIAL 230077-S
cooperation with the County or other providers in the transition. The transition includes the
4.4 PRICE ADJUSTMENTS
Any requests for reasonable price adjustments must be submitted 60 calendar lays prior to the contract expiration. Requests for adjustment in cost of labo and/or materials must be supported by appropriate documentation. In
4.5 INDEMNIFICATION
4.5.1 To the fullest extent permitted by law, and to the extent that claims, damages, losses, or expenses are not covered and paid by insurance purchased by the contractor, the contractor shall defend, indemnify, and hold harmless the County (as Owner), its agents, representatives, officers, directors, officials, and employees damages, losses, and expenses (including, but no
fimited to agains all dais, damages, losses, aides ens including, best no attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from, the negligent acts, errors, omissions, or mistakes relating to the performance of this contract.
4.5.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents, subse atoney may diac, regardies or per bot such dam, dama for
4.5.3 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this section.
4.5.4 The scope of this indemnification does not extend to the sole negligence of County.
4.6 INSURANCE
4.6.1 Contractor, at contractor's own expense, shall purchase and maintain, at a minimum, the herein stipulated insurance from a company or companies duly licensed by the State of Arizona and possessing an AM Best, Inc. category rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be SERIAL 230077-S
4.6.3 or an extended discovery period will be exercised for a period of two year:
eginning at the time work under this contract is completec Contractor's insurance will be primary insurance as respects County, and any insurance or self-insurance maintained by County will not contribute to it.
4.6.5 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County's right to coverage afforded under the insurance policies.
4.6.6 The insurance policies may provide coverage that contains deductibles or self- insured retentions. Such deductible and/or self-insured retentions shall not be uch deductibles or self-insured retentions by a surety bond or an irrevocable an inconditional letter of cred
4.6.7 The insurance policies required by this contract, except Workers' Compensation shall name county, its agents, representatives, onicers and Ers, sandals, aside, soles as urinatingured,
4.6.8 4.6.9 If available, the insurance policies required by this contract may be combined with Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance requirements, the Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance covers.
4.6.9.1 Commercial General Liability
Commercial General Liability (CGL) insurance with a limit of not less than $1,000,000 for each occurrence, $2,000,000 Products/Completed Operations Aggregate, and $2,000,000 General Aggregate Limit. The provisions which would serve to limit third-party action over claims There shall be no endorsement or modifications of the CL limiting the underground proper for maity arising from explosion, collapse, or
4.6.9.2 Automobile Liability
Commercial/Business Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the contractor's SERIAL 230077-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.
4.6.9.3 Workers' Compensation
Workers' Compensation insurance to cover obligations
imposed by Federal and state statutes having jurisdiction of contractor's employees engaged in the performance of the work or services under this contract; and Employer's
Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.
Contractor, its subcontractors, and sub-subcontractors
waive all rights against this contract and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by the Workers'
Compensation and Employer's Liability or Commercial
Umbrella Liability insurance obtained by contractor, its subcontractors, and its sub-subcontractors pursuant to this
4.6.9.4 Certificates of Insurance
4.6.9.4.1 Prior to contract award, contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the contract in the form
provided by the County, issued by contractor's insurers), as evidence that policies providing the required coverage, conditions, and limits required by this contract are in full force and effect. Such certificates shall identify this contract number and title.
4.6.9.4.2 In the event any insurance policy(ies) required by this contract is (are) written on a claims-made basis, coverage shall extend for two years past completion and acceptance of contractor's work or services and as evidenced by annual Certificates of Insurance.
4.6.9.4.3 If a policy does expire during the life of the contract, a renewal certificate must be sent to County 15 calendar days prior to the expiration date.
4.6.9.5 Cancellation and Expiration Notice
Applicable to all insurance policies required within the insurance requirements of this contract, contractor's insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without 30 calendar days prior written notice to Maricopa County. Contractor must provide notice to Maricopa County, within two business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 301 W. Jefferson St., Suite 700, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation.
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4.7 FORCE MAJEURE
4.7.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this contract, if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes include, but are not limited to, acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or failure of electricity or telecommunication service, and pandemic.
4.7.2 Each as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply.
4.7.3 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 ulfilled, and that the other party was timely notified of the likelihood or actua occurrence which would justify such an assertion, so that other pruden
4.8 ORDERING AUTHORITY
Any request for purchase shall be accompanied by a valid purchase order issued by a County department or directed by a Certified Agency Procurement Aid (CAPA) with a purchase card for payment.
4.9 AVAILABILITY OF FUNDS
The provisions of this contract relating to payment shall become effective wher funds assigned for the purpose of compensating the contractor as herein providec
4.9.2 If any action is taken by any state agency, Federal department, or any other agency r instrumentality to suspend, decrease, or terminate its fiscal obligations unde r in connection with, this contract, County may amend, suspend, decrease, ( terminate its obligations under, or in connection with, this contract. In the event of termination, County will be liable for payment only for services rendered prior to the effective date of the termination, provided that such services are performed in accordance with the provisions of this contract. County will give written notice of the effective date of any suspension, amendment, or termination under this section, at least 10 days in advance.
4.10 PROCUREMENT CARD ORDERING CAPABILITY
County may opt to use a procurement card (VISA or Mastercard) to make payment for orders under this contract.
4.11 INTERNET ORDERING CAPABILITY
It is the intent of Maricopa County to use the Internet to communicate and to place orders under this contract.
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4.12 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper authorization and documentation have been approved.
4.13 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, or for shipment of product prior to issuance of purchase order.
4.13.2 Contractor agrees to accept verbal notification of cancellation of purchase orders from the County with written notification to follow. Contractor specifically acknowledges to be bound by this cancellation policy.
4.14 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 adiustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract.
4.15 STOP WORK ORDER
4.15.1 The procurement officer may, at any time, by written order to the contractor, require the contractor to stop all, or any part, of the work called for by this contract for a period of 90 calendar days after the order is delivered to the contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the contractor shall immediately comply with its terms and take all reasonable
4.15.2 cancel the stop work order; or
4.15.3 terminate the work covered by the order as provided in the Termination for Default or the Termination for Convenience clause of this contract.
4.15.4 The procurement officer may make an equitable adjustment in the delivery schedule and/or contract price, and the contract shall be modified, in writing, accordingly, if the contractor demonstrates that the stop work order resulted in an increase in costs to the contractor.
4.16 TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the contractor.
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4.17 TERMINATION FOR DEFAULT
4.17.1 The County may, by written Notice of Default to the contractor, terminate this contract in whole or in part if the contractor fails to:
4.17.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension;
4.17.1.2 make progress, so as to endanger performance of this contract, or
4.17.1.3 perform any of the other provisions of this contract.
4.17.2 The County's right to terminate this contract under these subparagraphs may be exercised if the contractor does not cure such failure within 10 business days (or more if authorized in writing by the County) after receipt of a Notice to Cure from the procurement officer specifying the failure.
4.18 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST Notice is given that, pursuant to Arizona Revised Statute (A.R.S.) § 38-511, the County may cancel any contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County is at any time, while the contract or any extension of the contract is in effect, an employee or agent of any other party to the contract in any capacity or consultant to any other party of the contract with respect to the subject matter of the contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County from any other party to the contract arising as the result of the contract.
4.19 OFFSET FOR DAMAGES
In addition to all other remedies at Law or Equity, the County may offset from any money due to the contractor any amounts contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract.
4.20 SUBCONTRACTING
4.20.1 Contractor may not assign to another contractor or subcontract to another party
4.20.2 The subcontractor's rate for the job shall not exceed that of the prime contractor's ate, as bid in the pricing section, unless the prime contractor is willing to absor any higher rates. The subcontractor's invoice shall be invoiced directly to the prim contractor, who in turn shall pass-through the costs to the County, without mark- up. A copy of the subcontractor's invoice must accompany the prime contractor's invoice.
4.21 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 a amendments for Maricopa County
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4.22 ADDITIONS/DELETIONS OF SERVICES
The County reserves the right to add and/or delete services to a contract. If additional services are required from a contract, prices for such additions will be negotiated between the contractor and the County.
4.23 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
4.23.2 Data, records, reports, and all other information generated for the County by a third pa a format designated by at Cothe or shall be and remain accessie to dee County into perpetuity.
4.24 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
4.24.1 In accordance with section MC1-372 of the Maricopa County Procurement Code, the contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract for six years after final payment or until after the resolution
4.24.2 If the contractor's books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this contract are not sufficient to support and document that requested services were provided, the contractor shall reimburse Maricopa County for the services not so adequately supported and documented.
4.25 AUDIT DISALLOWANCES
of the disallowance, or to require reimbursement forthwith of the disallowed amount by the contractor by issuing a check payable to Maricopa County.
4.26 STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of the contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the contract.
4.27 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
•
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4.28 SEVERABILITY
The removal, in whole or in part, of any provision of this contract shall not void or affect the validity of any other provision of this contract.
4.29 RELATIONSHIPS
4.29.1 In the performance of the services described herein, the contractor shall act solely as an independent contractor, and nothing herein or implied herein 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.
• The County reserves the right of final approval on proposed staff. Also, upon equest by the County, the contractor will be required to remove any employees vorking on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County.
4.30 NON-DISCRIMINATION
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, contractor shall not discriminate against any employee, client, or any other individual in any way because of that person's age, race, creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09 at
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)
4.31 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842.
4.32 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
4.32.1 The undersigned (authorized official signing on behalf of the contractor) certifies to the best of his or her knowledge and belief that the contractor, its current officers, and directors:
4.32.1.1 are not presently debarred, suspended, proposed for debarment declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States department or agency or any state, or local jurisdiction;
4.32.1.2 have not within a three-year period preceding this contract:
4.32.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, state or local transaction or contract;
4.32.1.2.2 been convicted of violation of any Federal or state antitrust statutes or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false SERIAL 230077-S
statements,
statement entity transaction contracerty regarding a
4.32.1.3 are not presently indicted or criminally charged by a government entity (Federal, state or local) with commission of any criminal offenses in perfection with oberiment ery pu to faileral, state or locat
4.32.2 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution.
4.32.3 Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e., transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this contract. If this clause is applicable to a subcontractor, the contractor shall include the information required by this clause with their bid.
4.33 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
By entering into the contract, the contractor warrants compliance with the Immigration and Nationality Act (INA using E-Verify) and all other Federal immigration laws and regulations related to the immigration status of its employees and A.R.S. § 23-214(A). Contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the procurement officer upon request. These warranties shall remain in effect through the term of the contract. Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (1-9) 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-Verity system and shall keep a record of the verification for the duration of the employee's employment or at least three years, whichever is longer. I-9 forms are available for download at www.uscis.gov.
The County retains the legal right to inspect documents of contractor and subcontractor employees performing work under this contract to verify compliance with paragraph 4.33.1 of this section. Contractor and subcontractor shall be given reasonable notice of the County's intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the contract for default, and suspension and/or debarment of the contractor. All costs necessary to verify compliance are the responsibility of the contractor SERIAL 230077-S
4.34 CONTRACTOR LICENSE REQUIREMENT
Contractor shall procure all permits, insurance, and licenses, and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any requirements, by any and all governmental or non- governmental entities as mandated to maintain compliance with and remain in and local laws, ordinances, and
Services and the department of any and all changes concerning permits, insurance, or licenses.
4.34.2 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 o icensing, to ascertain licensing requirements for a particular contract. Contracto shall identify which licenses), if any, the Registrar of Contractors requires for
4.35 INFLUENCE
4.35.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct, may be grounds for disbarment or suspension under MC1-902.
4.35.2 An attempt to influence includes, but is not limited to:
4.35.2.1 A person offering or providing a gratuity, gift, tip, present, donation,
4.35.3 If a person attempts to influence any employee or agent of Maricopa County, the chief procurement officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or ir the law, or any remedy provided by this contract.
4.35.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS.
4.36 CONFIDENTIALITY
In the course of the solicitation process, the County may disclose information that is except as er essay to are are respons bid to so in ere or re , employees will communicate, divulge, or disseminate to any third-party persons or entitie any information that is disclosed to it by the County during the course of these discussion without the express written authorization of the County. If the offeror does disclose County SERIAL 230077-S
proprietary or confidential information to a third-party in preparing a response to this solicitation, it shall require the third-party to acknowledge and comply with this provision.
4.37 CONFIDENTIAL INFORMATION
4.37.1 Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the contractor's obligation regarding such information.
4.37.2 Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the contract. Contractor's procedures and controls, at a minimum, must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the contract, the County determines that the procedures and controls in place are not adequate, the contractor shall institute any new and/or additional measures requested by the County within 15 business days of the written request to do so.
4.37.3 Any requests to the contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination.
4.38 PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be retained by the records manager at the Maricopa County Office of Procurement Services.
Offers shall be open to public inspection and copying after contract award and execution, except for such offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an offeror believes that information in its offer or any resulting contract should not be released in response to a public record request, under Arizona law, the offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The records manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code.
4.39 INTEGRATION
This contract represents the entire and integrated agreement between the parties and supersedes all prior negotiations, proposals, communications, understandings, representations, or agreements, whether oral or written, expressed, or implied.
4.40 UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the contractor agrees to comply with all applicable provisions Subtitle Chapter II, Part 200—UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq.
4.41 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.
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4.42 FORCED LABOR
4.42.1 By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions.
4.42.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use:
4.42.2.1 The forced labor of ethnic Uyghurs in the People's Republic of China.
4.42.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China.
4.42.2.3 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China.
4.42.3 If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end the 180-day period, the agreement terminates on the agreement termination date.