MARICOPA COUNTY TROCS IGA FINAL 05-13-21.PDF

INTERGOVERNMENTAL AGREEMENT
BETWEEN MARICOPA COUNTY AND PINAL COUNTY
FOR THE USE OF THEF TREASURER’S REMITTANCE AND ONLINE COLLECTION SOFTWARE
SYSTEM
THIS INTERGOVERMENTAL AGREEMENT dated ___________, 2021 (“Agreement”), is made by
and between MARICOPA COUNTY, a political subdivision of the State of Arizona (“Maricopa
County”) and PINAL COUNTY, a political subdivision of the State of Arizona (“Pinal County”).
Maricopa County and Pinal County are sometimes referred to herein individually as a “Party”
and collectively as the “Parties”.
RECITALS
WHEREAS, Pinal County developed and maintains the Treasurer’s Remittance and Online
Collection System (“TROCS”), a computer system containing a variety of databases, applications
and integration processes used in Pinal County to fulfill the daily business functions required of
the Treasurer by the Arizona Revised Statutes; and
WHEREAS, Maricopa County wishes to license and utilize the TROCS System for governmental
purposes which will enhance services to residents and customers, and improve efficiency of
daily operations; and
WHEREAS, the Parties have reached an agreement for Maricopa County’s use of the most
recent version of TROCS, and an understanding on the responsibilities of each Party in
implementing this Agreement; and
WHEREAS, the Parties are authorized to enter into this Agreement pursuant to the provisions
of Arizona Revised Statutes (“A.R.S.”) 11-952.
AGREEMENT
NOW, THEREFORE, the Parties hereto, in consideration of the stipulations, covenants and
agreements hereinafter set forth, hereby agree as follows:
ARTICLE 1. LICENSE AND SUPPORT
A. Pinal County, within thirty (30) days from receipt of payment from Maricopa County,
shall provide to Maricopa County:
1. A non-exclusive, non-transferable, non-sub licensable license to Maricopa
County to use, enhance, and modify all software and databases that make up the
TROCS system (current version) including, but not limited to TROCS,
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TROCSAdmin, TROCSConfig, TROCSSession, Treasurer Corporate Services (“TCS”)
and Treasurer Agency Services (“TAS”) for internal purposes only. Herein
afterwards collectively referred to as “TROCS”.
2. A copy of all existing Source Code including, but not limited to, modules and
utilities in the use as components of the current version of the TROCS.
3. Any existing data conversion packages needed to import or export data
associated with outside systems which may include, but is not limited to, SSIS
Integration Packages for nightly batch processes, Finance, Warrants, Remittance
processing, Assessor data, Third Party Tax Sale, and Printing data.
4. System Documentation that exist on the Effective Date, including diagrams and
written documentation for the different processes in TROCS.
5. User Training Documentation existing on the Effective Date.
6. All documentation provided by Pinal County as referenced in Article 1 is provided
“As Is” with no requirements for update or change. Creation and maintenance
of new documentation for processes or procedures shall be the sole
responsibility of Maricopa County.
B. Under this Agreement Maricopa County shall provide:
1. Dedicated Treasurer and IT staff with skills to implement, operate and maintain
the TROCS system.
2. All hardware and software necessary for Maricopa County to implement and
support the TROCS platform.
C. Upon payment and delivery as outlined within this Agreement, the license granted
herein shall be non-revocable except for a breach by Maricopa County of the terms of
the Agreement
ARTICLE 2. SOFTWARE OWNERSHIP, RELEASE AND ACCURACY
A. Maricopa County understands and agrees that the TROCS system, related data,
documentation and all other information and materials provided by Pinal County under
this Agreement (“Proprietary Information”) are confidential and that, Pinal County has
and will have exclusive intellectual property rights in such Proprietary Information.
B. Maricopa may not, (i) transfer all or any portion of the TROCS System to a different
computer configuration or permit use, maintenance or hosting by third parties, (ii) make
copies of the TROCS software other than for back-up, training, testing or other internal
support reasons.
C. Pinal County specifically disclaims any warranty concerning the functionality of the
TROCS System or its suitability for Maricopa County’s purposes or systems.
D. Software or data that fall within the scope of any third-party copyright or has other
usage and distribution restrictions shall not be distributed via the Agreement. The
Parties shall be responsible for removing any such information from data before it is
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supplied to the other Party. Maricopa understands that licensing for third party toolsets
(Telerik, bar code software etc.) is required for operation and is the responsibility of
Maricopa as the licensee.
E. All data associated with the operation of TROCS within the specific County that is used
in the determination of taxes assessed, Tax billing, or management of tax payments to
the County is not covered by Article 2, and shall be the sole and separate property of the
County of origin.
ARTICLE 3. FINANCIAL CONSIDERATIONS
A. Maricopa County shall issue one payment in the amount of $150,000 to Pinal County for
the licensing as described herein payable within 30 days of the last party to execute this
agreement.
B. This Agreement shall be subject to available funding, and nothing in this Agreement
shall bind either party to expenditures in excess of funds appropriated and allocated for
the purposes outlined in this Agreement.
C. The employees of each party to this Agreement will not for any purpose be considered
employees or agents of the other party. Each party assumes full responsibility for the
actions of its personnel while performing services under this Agreement, and shall be
solely responsible for their supervision, direction and control. Maricopa County and
Pinal County will be responsible for paying the full cost of employee salaries and
benefits for their respective staffs in-regards to any work performed under this
Agreement.
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ARTICLE 4. INDEMNIFICATION
To the extent permitted by law, each Party will indemnify, defend and save the other Party
harmless, including any of the Party’s departments, agencies, officers, employees, elected
officials or agents, from and against all loss, expense, damage or claim of any nature whatsoever
which is caused by any activity, condition or event arising out of the negligent performance or
nonperformance by the indemnifying Party of any of the provisions of this Agreement. By
entering into this Agreement, each Party indemnifies the other against all liability, losses and
damages of any nature for or on account of any injuries or death of persons or damages to or
destruction of property arising out of or in any way connected with the performance or
nonperformance of this Agreement, except such injury or damage as shall have been caused or
contributed to by the negligence of that other Party. The damages which are the subject of this
indemnity shall include but not be limited to the damages incurred by any Party, its agencies,
officers, employees, elected officials or agents. In the event of an action, the damages which are
the subject of this indemnity shall include costs, expenses of litigation and reasonable attorney’s
fees.
ARTICLE 5. EFFECTIVE DATE AND TERM
This Agreement shall become effective as of the date it is executed by both parties and remain
in full force and effect until all stipulations previously indicated have been satisfied, except that
it may be amended upon written Agreement by all Parties.
If Pinal County does not meet the mutually agreed upon TROCS delivery date Pinal County will
Return, within thirty (30) days of the unmet delivery date, any payments made by Maricopa
County to Pinal County. In the event Maricopa County terminates the Agreement after partial
delivery has been made Pinal County shall retain all payments made by Maricopa County.
ARTICLE 6. GENERAL TERMS AND CONDITIONS
A. NOTICES: All notices to other Party required under this Agreement shall be in writing
and may be delivered in person (by hand or courier) or may be sent by first class
certified mail, postage prepaid, return receipt requested, addressed to the following
personnel:
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If to Maricopa County:
Maricopa County Treasurer
301 W. Jefferson St., Suite 100
Phoenix, Arizona 85003
If to Pinal County:
Pinal County Treasurer
P.O.Box 279
Florence, Arizona 85132
All notices required or permitted by this Agreement or applicable law shall be deemed
sufficiently given if served in a manner specified in this paragraph. Either Party may by
written notice to the other specify a different address for notice. Any notice sent by
certified mail, return receipt requested, shall be deemed given on the date of delivery
shown on the receipt card, or if no delivery date is shown, the postmark thereon. Notices
delivered by overnight courier that guarantee next day delivery shall be deemed given 24
hours after delivery of the notice to the Postal Service or courier.
B. WAIVER OF TERMS AND CONDITIONS: The failure of Maricopa County or Pinal County
to insist in any one or more instances on performance of any of the terms or conditions
of this Agreement or to exercise any right or privilege contained herein shall not be
considered as thereafter waiving such terms, conditions, rights or privileges, and they
shall remain in full force and effect.
C. GOVERNING LAW AND VENUE: The terms and conditions of this Agreement shall be
governed by and interpreted in accordance with the laws of the State of Arizona.
D. NON ASSIGNMENT: Neither Party shall assign its interest in this Agreement, either in
whole or in part. Neither Party shall assign any monies due or to become due to it
hereunder without the prior written consent of the other Party.
E. SEVERABILITY: If any part, term, or provision of this Agreement shall be held illegal,
unenforceable or in conflict with any law, the validity of the remaining portions and
provisions hereof shall not be affected.
F. CONFLICTS OF INTEREST: The provisions of A.R.S. 38-511 relating to cancellation of
contracts due to conflicts of interest shall apply to this Agreement.
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G. COMPLIANCE WITH CIVIL RIGHTS: The Parties agree to comply with A.R.S. Title 41,
Chapter 9 (Civil Rights), Arizona Executive Orders 75-5 and 99-4 and any other federal or
state laws relating to equal opportunity and non-discrimination, including the Americans
with Disabilities Act.
H. ARBITRATION: To the extent required by A.R.S. 12-133 and 12-133 and 12-1518(B), the
Parties agree to resolve any dispute arising out of this Agreement by arbitration.
I. WORKER’S COMPENSATION: Each Party shall comply with the notice of A.R.S. 23-1022
( E ). For purposes of A.R.S. 23-1022, each Party shall be considered the primary
employer of all personnel currently or hereafter employed by that Party, irrespective of
the operations of protocol in place, and said Party shall have the sole responsibility for
the payment of Worker’s Compensation benefits or other fringe benefits of said
employees.
J. COMPLIANCE WITH LAWS: The Parties shall comply with all federal, state and local
laws, rules, regulations, standards and Executive Orders, without limitation to those
designated within this Agreement. The laws and regulations of the State of Arizona shall
govern the rights of the Parties, the performance of this Agreement and any disputes
hereunder.
K. NO JOINT VENTURE: It is not intended by this Agreement to, and nothing contained in
this Agreement shall, be construed to, create any partnership, joint venture or
employment relationship between the Parties or create any employer-employee
relationship between the Parties’ employees. Neither Party shall be liable for any debts,
accounts, obligations or other liabilities whatsoever of the other Party , including, but
without limitation, the other Party’s obligation to withhold Social Security and income
taxes for itself or any of its employees.
L. NO THIRD PARTY BENEFICIARIES: Nothing in this Agreement is intended to create duties
or obligations to or rights in third parties not Parties to this Agreement or affect the
legal liability of either Party to the Agreement by imposing any standard of care with
respect to the maintenance of public facilities different from the standard of care
imposed by law.
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M. LEGAL ARIZONA WORKERS ACT COMPLIANCE A.R.S. 41-4401: The parties warrant that
at all times during the term of this Agreement they will comply with all state and federal
immigration laws applicable to the parties, and their employees, and with requirements
of A.R.S. 23-214 (A). The parties shall further ensure that each subcontractor who
performs work under this contract will likewise comply with all applicable state and
federal immigration laws. Failure to comply with this provision shall constitute a
material breach of the contract. The parties reserve the right to inspect relevant
contractor and subcontractor records to verify compliance with the foregoing.
N. COUNTERPARTS: This Agreement may be executed in two or more counterpart, each of
which shall be deemed an original but all of which together shall constitute the same
instrument. Faxed, copied, and scanned signatures are acceptable as original signatures.
O. BREACH OF CONTRACT: Pinal County shall not be considered in breach or to have failed
to meet applicable timelines, for or on account of any delay in performance resulting
directly or indirectly from any of the following:
1. Fire, lightning, flood, cold, windstorm, Act of God, invasion, or force majeure.
2. Compliance with any orders, rules, or regulations, whether valid or invalid, or
any governmental authority or agency.
3. Unavailability of personnel due to illness, isolation, quarantine or any other
circumstance which is not reasonably avoidable and related to the Covid-19
pandemic.”
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year set forth below.
Pinal County
PINAL COUNTY, a political
Subdivision of the State of Arizona
By: _____________________________
Chairperson, Board of Supervisors
Dated: __________________________
ATTEST:
________________________________
Clerk of the Board of Supervisors
APPROVED AS TO FORM AND
WITHIN THE POWERS AND
AUTHORITY OF PINAL COUNTY:
____________________________
Deputy County Attorney
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year set forth below.
Maricopa County
MARICOPA COUNTY, a political
Subdivision of the State of Arizona
By: _____________________________
Chairperson, Board of Supervisors
Dated: __________________________
ATTEST:
________________________________
Clerk of the Board of Supervisors
APPROVED AS TO FORM AND
WITHIN THE POWERS AND
AUTHORITY OF MARICOPA COUNTY:
____________________________
Deputy County Attorney
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