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INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY, ON BEHALF OF
THE MARICOPA COUNTY SCHOOL SUPERINTENDENT’S OFFICE, AND WASHINGTON
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ELEMENTARY SCHOOL DISTRICT
PARTIES. This Intergovernmental Agreement (the “Agreement’) is made between
Maricopa County, acting through the Maricopa County School Superintendent's Office
(“MCSS’) and Washington Elementary School District (the “District”) (collectively, the
“Parties”) for the software licenses, hosting, and maintenance and support of the School
District Financial System (the “Financial System”). The parties to this Agreement are
authorized to enter into this IGA under A.R.S. §§ 11-952 and 15-342.
PURPOSE. This Agreement outlines the responsibilities of each of the Parties to manage
the Financial System as part of the MCSS Financial System Support Consortium. The
Parties agree to cooperate and assist each other in meeting the mutual obligations and
duties of each office because it is good public policy and benefits the citizens of Maricopa
County.
DEFINITIONS.
3.1 MCSS Financial System Support Consortium is defined as districts that have
entered into an agreement with MCSS to host their Financial System as detailed
in this document.
3.2. Financial System is defined as the hardware, financial software, and associated
hosted interfacing applications, including the Infinite Visions modules listed in
Appendix A, as well as technical support, that function as the financial system of
record for school districts participating in the MCSS Financial System Support
Consortium.
TERM OF AGREEMENT. This Agreement shall become effective upon execution by the
last signer and shall expire on June 30, 2024.
RESPONSIBILITIES OF PARTIES.
5.1 MCSS Responsibilities:
5.1.1 Ensure that the Financial System is kept current on software updates. Not
all released updates apply to or affect MCSS hosted districts. Some minor
releases may be skipped or delayed.
5.1.2 Ensure that the Financial System is current with supported third party
products that the Financial System requires.
MCSS/District Financial System IGA Page 1of 7
5.1.3. Maintain the Financial System hardware in good working order and provide
sufficient resources to allow ready access to 7 years of historical District
data.
5.1.4 Conduct scheduled software updates outside of normal business hours.
Provide District a minimum 48-hour advance notice, via email or other
notification, of scheduled outage.
5.1.5 Back up all District data nightly and keep data for a period of at least 15
days before overwriting or deleting. Store monthly backup files for a period
of 12 months. Store yearly backups to accommodate any applicable public
records retention schedules. This does not require provisional databases to
be backed up due to their temporary nature.
5.1.6 Provide MCSS key application support personnel with necessary access to
District data for the purpose of resolving technical issues in the course of
providing support.
5.1.7 Inform District when any action taken by MCSS results in the modification
of District data.
5.1.8 Protect District data against unauthorized access, consistent with data
security best practices for the same or similar data.
5.1.9 Allow contracted software vendors access to requested data for the purpose
of resolving technical issues in the course of providing support.
5.1.10 Maintain Financial System’s active directory and security.
5.1.11 Provide the District with necessary instructions, documentation, and
licenses to ensure that the District users can connect to the Financial
System.
5.2 District Responsibilities:
5.2.1 Provide MCSS with proper authorization for all user account updates for
access to the Financial System.
5.2.2 Inform MCSS promptly of changes related to the termination of key
personnel with access to the Financial System.
5.2.3 Maintain and manage users and user roles in the Financial System as
applicable.
5.2.4 Maintain and manage all local security in the Financial System as
applicable.
5.2.5 Maintain accuracy and integrity of all data within their District's databases.
5.2.6 Comply with all requests from MCSS related to processes or procedures to
ensure data integrity and smooth operations.
MCSS/District Financial System IGA Page 2 of 7
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5.2.7 Provide Internet connectivity and compatible equipment for all District
users of the Financial System.
5.2.8 Notify MCSS as soon as possible about any conflicts that might arise due
to scheduled system updates and discuss possible rescheduling.
PAYMENT. MCSS shall invoice and receive reimbursement from the District for the
annual software licensing and related costs of the Financial System and
hosting/support therefor as provided in the schedule attached hereto as Appendix A.
TERMINATION.
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This Agreement is subject to cancellation in accordance with the provisions of
A.R.S. § 38-511.
In the event of non-payment by the District, this Agreement shall terminate as of
the date of last payment received and MCSS obligations hereunder shall
immediately cease.
Either party may terminate this Agreement at any time upon delivering a written
notice of termination to the other party three (3) months in advance of the
requested date of termination. Such notice shall be given by personal delivery or
by Registered or Certified mail.
This Agreement may be terminated by mutual written agreement of the parties
specifying the termination date therein.
AMENDMENTS. Nothing in this Agreement may be modified or waived except by future
written amendment, duly executed by authorized signers for the Parties. The Parties may
amend this Agreement upon the mutual written Agreement signed by authorized signers
for the Parties.
9.0 NOTICES. Notices required under this Agreement shall be directed to the following
contract representatives:
Maricopa County: School District:
Maricopa County School Superintendent’s Washington Elementary School District
Office Mr. Daniel O’Brien
Mr. Mike Martinez 4650 W Sweetwater
4041 N. Central Ave., Suite 1200 Glendale, AZ 85304
Phoenix, Arizona 85012 602-347-2600
602-506-3866
MCSS/District Financial System IGA Page 3 of 7
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INDEPENDENT CONTRACTOR. The Parties, including their employees, agents, and
subcontractors, are independent contractors. Nothing in this Agreement will be construed
to create any partnership, joint venture, or employment relationship between the Parties
or create any employer-employee relationship between a Party and the employees of the
other Party. Neither Party will be liable for any debts, accounts, obligations, or other
liabilities whatsoever of the other.
ASSIGNMENT. This Agreement shall not be assigned, in whole or in part, without the
prior written consent of the Parties, and any assignment in contravention of this provision
shall be null and void.
NONDISCRIMINATION. The Parties agree to comply with all applicable state and federal
laws, rules, regulations and executive orders governing equal employment opportunity,
immigration, and nondiscrimination.
IMMIGRATION; E-VERIFY. To the extent applicable under A.R.S. § 41-4401, the Parties
warrant compliance, on behalf of themselves and all subcontractors, with all federal
immigration laws and regulations relating to their employees, and compliance with the E-
Verify requirements under A.R.S. § 23-214(A). Any Party’s breach of the abovementioned
warranty shall be deemed a material breach of this Agreement and the nonbreaching
Party may terminate this Agreement. The Parties retain the legal right to inspect the
papers of any other Party to ensure that the Party is complying with the abovementioned
warranty under this Agreement.
INDEMNIFICATION. To the fullest extent permitted under Arizona law, each Party and
its Agents (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other
Party and its Agents (as “Indemnitee”) from and against any and all claims, actions,
liabilities, damages, losses, costs, or expenses (including, but not limited to, court costs,
attorneys’ fees, and claim processing) (collectively, “Claims”) arising out of bodily or
personal injury (including death) of any person or tangible or intangible property damage,
in whole or in part, by the negligent or willful acts or omissions of Indemnitor. This
indemnity includes any claim or amount arising out of or recovered under the Workers’
Compensation law. It is the specific intention of the Parties that the Indemnitee shall, in
all instances, except for Claims arising solely from the negligent or willful acts or
omissions of the Indemnitee, be indemnified by the Indemnitor against all Claims. Nothing
in this Agreement shall be construed as consent to any suit or waiver of any defense in a
suit brought against either Party in any State or Federal Court arising from the negligent
or willful acts or omissions of the Parties.
MCSS/District Financial System IGA Page 4 of 7
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DISPUTE RESOLUTION. In the event a dispute under this Agreement arises between
the Parties, the Parties will follow this process:
15.1 The Parties will meet and confer in person about the issue. The Parties will make
their best efforts to reach a resolution at this meeting.
15.2 If the Parties are unable to resolve the conflict after the in-person meeting, within ten
(10) business days after the meeting, the Party raising the issue shall prepare a
written conflict report and deliver to the other/receiving Party for a response. The
conflict report shall include, at minimum, a_ section summarizing relevant
background, an issue statement, and a proposed solution. The receiving Party shall
prepare and deliver a written response within ten (10) business days from the date
of receipt of the conflict report.
15.3 If the Parties cannot resolve the issue after assessing the conflict report and
response, the Parties shall once again meet and confer in person to discuss the
conflict report and response and try to resolve the issue. The Parties shall make their
best efforts to reach a resolution at this meeting.
15.4 If the Parties are still unable to reach a resolution, the Parties may seek resolution
through mediation/arbitration. The Parties may provide the conflict report and
response to the arbitrator to aid in resolution. The Parties shall select a mutually
acceptable third-party as arbitrator. Each Party shall bear its own arbitration fees,
attorneys’ fees, and costs.
PARTIAL PERFORMANCE. The failure of either Party to insist in any one or more
instances upon the full and complete performance of any of the terms of this Agreement
shall not be construed as a waiver or relinquishment of the right to insist upon full and
complete performance of the same, or any other term, either in the past or in the future.
FORCE MAJEURE. Neither Party shall be responsible for delays or failures in
performance resulting exclusively from unanticipated, unpreventable, uncontrollable,
exceptional, and overwhelming events or acts. This includes acts or events of nature,
such as fires, pandemics, floods, hurricanes, monsoons, tornadoes, or communication
line or power failures; and acts or events of people, such as riots, wars, and governmental
regulations imposed after the fact.
INSURANCE. The Parties agree to secure and maintain sufficient insurance coverage
for all risks that may arise out of the terms, obligations, operations, and actions as set
forth in this Agreement, including, but not limited to, public entity insurance. The
MCSS/District Financial System IGA Page 5of7
acquisition. of insurance or the maintenance and operation of.a self-insurance. PrOGralM uaanoaseummamea
may fulfill the insurance requirement.
19.0 APPLICABLE LAW. Each Party shall comply with all applicable laws, ordinances,
Executive Orders, rules, regulations, standards, and codes of the Federal and State
whether or not specifically referenced herein.
20.0 VENUE; CHOICE OF LAW.
20.1 The proper venue for any proceeding arising from this Agreement shall be Maricopa
County, Arizona. This Agreement shall be construed in accordance with and be
governed by the laws of the State of Arizona.
20.2 This Agreement and all obligations imposed on the Parties arising under this
Agreement shall be subject to any limitations of budget law or other applicable local
laws or regulations. No term in this Agreement shall be construed to relieve the
Parties of any obligations or responsibilities imposed on Parties by law. This
Agreement shall be construed in accordance with the laws of the State of Arizona.
21.0 HEADINGS. Sections and other headings contained in this Agreement are for reference
purposes ‘only and shall not affect in any way the meaning or interpretation of this
Agreement.
22.0 ENTIRE AGREEMENT. This Agreement contains all the terms and conditions agreed to
by the Parties. No other understanding, oral or otherwise, regarding the subject matter of
this Agreement shall be deemed to exist or to bind any of the Parties hereto.
[SIGNATURES ON FOLLOWING PAGE]
MCSS/District Financial System IGA Page 6 of 7
FOR AND ON BEHALF OF FOR AND ON BEHALF OF
MARICOPA COUNTY: THE DISTRICT:
ashington Elementary School District
lo-14- 2033
Date Date
Chairman, Board of Supervisors
Attested to:
Clerk of the Board
Pursuant to A.R.S. § 11-952, the attorneys for the parties have determined that this Intergovernmental
Agreement is within the powers and authority granted to each party under the laws of the State of
Arizona.
fan ApheTEle dpe
Attornéy for Maricopa County Attorney fet Washington Elementary School
District
May 31, 2023 June 12, 2023
Date Date
MCSS/District Financial System IGA Page 7 of 7
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