CI EDMENTUM.PDF

Office of Procurement Sr.Ivices
GOODS AND SERVICES
COMPETITION IMPRACTICABLE FORM
This form is to be used when a department believes an acquisition is considered Competition Impracticable and the
acquisition dollar amount is above $5,000. The Chief Procurement Officer can approve purchases up to $100,000. Board of
Supervisors approval is required if the acquisition is over $100,000. This form must be submitted for approval to: Office of
Procurement Services I 320W. Lincoln I Phoenix, AZ 85003. Fax number: 602.258.1573. The signed form must be retained
in the purchasing file.
DEPARTMENT NAME DEPARTMENT RX#
PROPOSED CONTRACT VENDOR NEED !DE FIED Date:
Company: Edmentum REQUESTED DELIVERY
Address: KW. 7504 PO Box 1450 Date:
City, State: Minneapolis, MN QUOTED PRICE: 267,186.07
Zip/Postal Code: 55485-7504
Phone: (214) 294-9901 Accounting String: See memo
Fax: 1-877-519-9555
Contact Name: Mindy Peterson orders@edmentum.com
DESCRIPTION OF GOODS OR SERVICES REQUIRED:
The estimated cost of this Procurement is: r _siook (1> siook
Is this a Technology Procurement? (': Yes r No
Plato courseware provides academic assessment tools, high school curriculum, vocational curriculum,
GED preparation curriculum, and GED pre-testing software. This is for 3 years to cover Juvenile
Education/GED and Adult Basic Education Program.
COMPETITION IMPRACTICABLE CATEGORY (Check applicable box, attach documentation or provide explanation below.)
Maricopa County Procurement Code MC1-351 states: "Competition Impracticable" means an acquisition where, competition is
impractical because of standardization, warranty, or other factors as approved by the Board of Supervisors.
NOTE: The following are unlikely to be sufficient Competition Impracticable justifications:
• Personal or department preference for a product or vendor
• Department perception that the vendor is the best qualified (this should be determined through a competitive process)
• Lack of department planning resulting in limited time to conduct a competitive procurement
• Special incentive or deal offered (can be assessed in open and competitive solicitation)
• Department convenience
Software license renewals, additions, or upgrades available
C Grant specified (supporting documents attached) from only one source
Brand compatibility available from only one source (no other
(-- Mailing lists, subscriptions or media advertising distributors)
C Warranty voided if service provided by other contract vendor r Other proprietary situation
C Other (Provide written explanation below)

THIS IS A COMPETITION IMPRACTICABLE PROCUREMENT BECAUSE (attach additional page if needed):
Edmentum develops, markets, sells, and supports a broad portfolio of educational curriculum, assessment, correlation
management, and resource products and associated services including Plato Courseware, These educational products and
services have been proven successful in fostering academic achievement throughout the K-12, higher education, and adult
education markets.
Edmentum owns or has appropriate rights to license the products marketed by Edmentum. (Plato Courseware). Plato
Courseware is generally protected by intellectual property rights which are either owned by Edmentum and/or licensed to
Edmentum by third parties (the "IF Rights"). Plato Courseware and the IP Rights shall at all times remain the property of
Edmentum and/or licensors. Plato Courseware is licensed, not sold, and the Licensee's rights of access to and use of these
products shall be defined in the applicable Edmentum license agreement. Trade and secrets of Edmentum and its licensors are
trade secrets for all purposes, including purposes of the Freedom Information Act. Edmentum is the sole source provider of
Plato Courseware in the United States.
SEARCH
A search was conducted consisting of: (check all that apply) RESULTS
I Market research I Public notice given, list El no alternatives were identified
no alternatives were deemed acceptable
Other vendors contacted El Other
because (explain below):
Describe the search from above in detail:
No other alternative is available to provide the complete package offered by Edmentum. The
Education Section has been using Edmentum for the past three years.
PRICE
MC1-352-B states: The Using Agency requesting a Competition Impracticable Procurement shall provide written evidence
to support a Competition impracticable determination containing an explanation of why the proposed procurement
process is advantageous to the County; and the scope, duration, and estimated total dollar value of the procurement.
Price has been fairly and reasonably established by: El Comparison to public sector contract pricing
Comparison to previous comparable purchases fl Discount off published catalog pricing
from a different vendor III Market survey
• Independent estimate a Other, explain:
Describe methodology and results (attach any written supporting data, e.g., survey or market analysis):
Researched by technology department in 2014 and determined that no other source for this tool
exists.
Invoicing and payment terms per quote:
Net 2018 $101,774.07
7/5/2019 $82,706.00
6/20/2020 $82, 706.00

CERTIFICATIONS
I certify:
1) I recognize that the Maricopa County Procurement Code requires the use of competitive solicitations unless
exempted by law. I have reviewed the information and materials relevant to this procurement of goods and services,
and am requesting approval of an exception to the competitive process for the reasons described;
2) the price to be paid to the proposed vendor is fair, reasonable, and provides the best value to Maricopa County; and
3) this request for an exception to the competitive solicitation process is not the result of inadequate advance planning
or for purposes of securing the services of a preferred vendor.
Department Head or Department Head Delegate Signature (Required)
Printed Name : Signa,tu e Date
;
Office of Procurement Services
The CPO can approve procurements up to $100,000. This request is over $100,000 and must be submitted as an agenda
item to the Board of Supervisors for consideration.
rx Recommended to BOS for approval.
rl 13 ) Y
Printed Name Signature Date
Office of Enterprise Technology (This procurement is classified as a technology procurement and must be
forwarded to OET for coordination and/or approval. If this procurement request is not approved by OET, the form will be
returned to the requestor.)
r7 Approved. Recommended purchase is in line with Maricopa County's strategic technology plan or currently installed
' equipment or service, and is considered to be a competition impracticable procurement.
Not Approved. Reasoning:
Printed Name Signature Date
Email Save

Date: 12/11/2017
edrner wry Order Number: Q-11601
Revision: 2
Order Form Expiration Date: 7/4/2018
ORDER FORM Please fax all pages to 1.877.519.9555 or email to orders@edmentum.com
To Pay by Credit Card: Call 214.294.9901 or e-mail creditcardprocessing@edmentum.com
Customer and Billing Address
Customer No.: 438724
Customer Name: Lower Buckeye Jail
Billing Address: MCSO Financial Sys Div, 550W Jackson St, 4th Fl
Phoenix, AZ 85004
Products and Services
Products Qty License License License
Start Date End Date Term
(Months)
Adaptive Assessment with Prescriptions: Core Library - Program License 800 7/5/2018 7/4/2021 36
Fixed Form Assessment with Prescriptions: Higher Education and Career 400 7/512018 7/4/2021 36
Readiness Library - Program License
Courseware Standard Service Package 1 Year 1 *** 12
Courseware Standard Service Package 1 Year 2 Tr** 12
Courseware Standard Service Package 1 Year 3 **ft 12
GED® Ready Test Simulation 400 7/5/2018 7/4/2021 36
GED® Ready Test Simulation 400 7/5/2018 7/4/2021 36
GEDO Ready Test Simulation 400 7/5/2018 7/4/2021 36
Courseware: Core Library - Concurrent License 40 7/5/2018 7/4/2021 36
Courseware: Higher Education and Career Readiness Library - Concurrent 40 7/5/2018 7/4/2021 36
License
Courseware: CTE Library - Concurrent License 40 7/5/2018 7/4/2021 36
Subtotal: $248,118.00
Estimated Tax: $19,068.07
Total US Funds: $267,186.07
** Unless otherwise specified in this Order Form, the Start Date for your license(s) will be one of the following: (a) the day immediately following the
expiration date of the prior license term or (b) the date in which we have accepted your order and have issued log-in credentials for your software
license.
**" Services purchased are valid for an annual term. Any service offering that is not used during the applicable term will expire and cannot be carried
over or used in subsequent periods.
*** GED() is a registered trademark of the American Council on Education (ACE) and administered exclusively by GED Testing Service LLC under
License. This material [or content] is not endorsed or approved by ACE or GED Testing Service.
Order Notes
This is a 3 year renewal with an expansion to an Enterprise License for all Maricopa County Jails (not to exceed 2,000 users per year.) term
7/5/2018-7/4/2021
Invoicing and Payment Terms' —
Edmentum I N.W. 7504, P.O. Box 1450 I Minneapolis, MN 55485 -7504 www.edmentum.com
Page 1 of 2

Date: 12/11/2017
Order Number: 0-11601
Revision: 2
Order Form Expiration Date: 7/4/2018
ORDER FORM Please fax all pages to 1.877.519.9555 or email to orders@edmentum.com
To Pay by Credit Card: Call 214.294.9901 or e-mail creditcardprocessing@edmentum.com
PO Due Date Payment Due Date Amount
Due at Time of Order Net 15 $101,774.07
6/20/2019 7/5/2019 $82,706.00
6/20/2020 7/5/2020 $82,706.00
Total $267,186.07
..,„
Terms and Conditions
For the purposes of this Order Form, "you" and "your" refer to Customer, and "we", "us" and "our" refer to edmentum Inc. and affiliates. This Order
Form and any documents it incorporates (including the Standard Purchase and License Terms located at - trnentum,comi.stapdprcitrnis
and the documents it references) form the entire agreement between you and us ("Agreement"). You acknowledge that any terms and conditions in
your purchase order or any other documents you provide that enhance our obligations or restrictions or contradict the Agreement do not have force and
effect.
Purchase Order
You acknowledge that this Agreement is non-cancellable and you will submit a Purchase Order with this Order Form covering the initial portion of the
amount and you will submit future Purchase Orders based on the Invoicing and Payment Terms table and timely make corresponding payment(s) for the
remaining amount(s) owed.
Customer C tact for Future Purchase Orders:
Name: H tx_14. f\a"pcylk11,
Email Address: ciThil'Av '1)011- 14,11VRA ;NADA
Acceptance
This offer will expire on the Order Form Expiration Date noted above unless we earlier withdraw or extend the offer in writing. I represent that I have
read the terms and conditions included in this Agreement, that I am authorized to accept this offer and the Agreements terms and conditions on behalf
of the customer identified above and that I do accept this offer on behalf of the customer who agrees to adhere to the Agreements terms and conditions.
To the extent that either parties process does not require that I execute this Order Form, I accept, acknowledge and agree to the terms and conditions
identified in and referenced in this Agreement as signified by my receipt, use or access of the products and/or services identified. Please fax all pages to
1.877.519.9555 or email to ordersi5cdmenturn
Customer Signature: - ill
Name (Printed or Typed): it\c%)-5
Title: (t)(\)
Edmentum I N.W. 7504, P.O. Box 1450 I Minneapolis, MN 55485-7504 I www.edmentum.com
Page 2 of 2

edmen urn ..
STANDARD SERVICE PURCHASE AND SOFTWARE LICENSE TERMS
The Terms and Conditions contained in this document (the "Standard Terms") apply to any transaction whereby we (sometimes referred to in this document
as "we" "us" or "our") provide to you our customer (referred to as "you" or "your" as identified in more detail on the applicable Order Form ("Order Form")) (1)
license rights to use our Software for a fixed term, (2) Materials for use with the Software, or (3) Professional Services. These Standard Terms are an integral
part of an agreement (the "Agreement") that consists of (in order of precedence) an Order Form, these Standard Terms, and any documents incorporated by
reference into either the Order Form or Standard Terms (including those incorporated by hyperlink reference). You acknowledge that the Order Form and the
Standard Terms constitute the entire agreement between the parties and will supersede and replace any provisions in your purchase order or other contracting
or purchasing documents that do not exactly mirror these terms. The Agreement will be effective as of the Order Date specified on the Order Form and will be
binding when the Order Form has been executed by you. We reserve the right to require your submission of one or more purchase orders in accordance with
the terms outlined in your Order Form. Capitalized terms used throughout the Agreement are defined in the Order Form, in section 5.0 (below), and elsewhere
in these Standard Terms. These Standard Terms may only be superseded or amended by other terms and conditions you and we have specifically documented
in a signed Order Form.
1.0 SOFTWARE: The following terms and conditions will apply to your transaction with us as described in more detail on the Order Form:
1.1 General License Terms. All Software license rights that we grant you are specifically subject to the following general terms and conditions:
1.1.1 All licenses are non-exclusive, non-transferable and non-assignable.
1.1.2 We either own or have licensed from third parties all rights necessary to grant the licenses being granted you in the Software. We
or our licensors own and retain all rights, title and interest in and to the Software and all ideas, concepts, methodologies, formats,
specifications, and other know- how furnished by us or our licensors in connection with this Agreement, as well as all related
intellectual property rights.
1.1.3 All access and use of Software under this Agreement will be subject to our Privacy Policy, which can be found at
http://www.edmentum.com/Privacy which is expressly made a part of this Agreement.
1.1.4 Licenses granted under this Agreement will be automatically revoked if this Agreement is terminated and automatically terminate on
the license expiration date as identified on the Order Form. We reserve the right to suspend or revoke any license granted under
this Agreement if you breach this Agreement.
1.1.5 We reserve the right to terminate access to any Software to the extent we end of life or similar the Software. If we exercise this right
we will transition you to an appropriate alternative Software product that we own or license.
1.2 Restrictions. You and your Users will use the Software solely for the purposes stated in the applicable license grants and will not: (i)
modify, copy or create derivative works based on the Software; (ii) frame or mirror any content forming part of the Software, other than for
your own internal educational or training purposes during the license term and not in violation of any use or User restrictions; (iii) reverse
engineer, decompile or disassemble the Software; (iv) access or allow others to access the Software in order to build, market or offer a
competitive product or service, or copy any ideas, features, functions, answers, questions, contents or graphics of the Software; (v) license,
sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software available
to any third party, other than to Users as contemplated by this Agreement; (vi) send spam or otherwise unsolicited messages in violation
of applicable laws; (vii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material
that is harmful to children or violates third party privacy rights; (viii) intentionally send or store any viruses, worms, time bombs, Trojan
horses or other harmful or malicious code, files, scripts, agents or programs; (ix) interfere with or disrupt the integrity or performance of
the Software or the data contained therein; (x) attempt to gain unauthorized access to the Software or its related systems or networks; or
(xi) publicly display or publicly perform the Software without our prior written permission.
1.3 Software Operability:
1.3.1 Maintenance and Access. During the Subscription Period, we will use commercially reasonable efforts to make the Software
available (subject to routine maintenance windows and unavailability not caused by us) to you and your Users via the Internet 24
hours a day, 7 days a week. All access rights for you and your Users will be via the worldwide web using a browser and Internet
connection compliant with the System Requirements (described in section 1.4).
1.3.2 Outage Periods. The term "Outage Period" means a period of more than 48 consecutive hours in which your Users are prevented
from accessing the Software due to factors completely within our control during a period that you are not in breach of this Agreement.
Outage Periods exclude (a) planned downtime and (b)any Force Majeure event. If you experience an Outage Period, then upon your
written request we will issue you a credit for the pro-rated share of fees you have paid for usage during the month during which the
Outage Period occurs. Your request for this credit must be made within 30 days after the end of the Outage Period. Your sole and
exclusive remedy for an Outage Period will be the above credit.
1.4 System Requirements. Our System Requirements document (found at http://www.edmentum.com/support) (`System Requirements")
details the necessary hardware, software, system configuration, network infrastructure, bandwidth and other operational requirements
necessary for you to successfully operate and use the Software. The System Requirements are subject to periodic change. You
acknowledge that you are responsible for the cost, operation and availability of, and you and your Users compliance with, all elements of
the System Requirements.
1.5 Responsibility for User Activity. You are responsible for all activities that occur in User accounts and for compliance by your Users with
these Standard Terms. You will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of
all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, disclosure of or use of the Software, and
notify us promptly of any such unauthorized access or use; and (iii) in connection with this Agreement, comply (and ensure compliance
by your Users) with all applicable local, state and federal laws, rules and regulations.
Edmentum Standard Service Purchase and Software License Terms rev 2017.07.21 II Page 1 of 5

1.6 Intellectual Property
1.6.1 Reservation of Rights. The Software we are providing is licensed to you, not sold. Subject to the limited rights expressly granted
to you and your Users herein, we reserve all rights, title and interest in and to the Software and any Materials we provide, including
all related intellectual property rights (except for those owned by our third-party vendors and licensors, which are reserved to them).
No other rights are granted to you or your Users.
1.6.2 Rights to Customer Data. As between you and us, you own all rights, title and interest in and to all Customer Data. You hereby
grant us a non-exclusive, royalty free license to perpetually use, modify, distribute and work with the Customer Data to the extent
that we do so in compliance with applicable law and our Online Learning Programs Privacy Policy.
1.6.3 Suggestions. We will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or
incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by you or
your Users relating to the Software.
1.6.4 Custom Learning Paths
a. Rights to Custom Learning Paths. Certain Software allows you to customize the instructional content of the Software to suit
your instructional needs. "Your Learning Paths" refers to the custom learning paths you create using this feature of the
Software. We make no warranties or commitments related to your ability to access or use Your Learning Paths during the term
of your licenses or at the expiration or termination of your licenses.
b. Our Use of Your Learning Paths. We may use or modify Your Learning Paths and may provide them to our other customers.
c. Customer Created, Modified or Stored Content. Certain Software enables you to create, customize or store content,
documentation or otherwise. If you do, you accept, agree and acknowledge that (i) we can use and disseminate such items,
(ii) at the expiration or termination of your licenses, we will not be returning these items to you and you have no rights in such
items and (iii) you are responsible for ensuring that all laws, regulations and judicial precedence is followed in such creation,
customization, disclosure or storage, including but not limited to intellectual property laws and you will indemnify us and our
affiliates, successors and assigns in the event you fail to do so.
1.7 Limited Warranty for Software. Subject to the terms of Section 4.6, we warrant that the Software will perform in substantial accordance
with the applicable Documentation during the Subscription Period. This warranty is contingent on your use of the Software in accordance
with this Agreement and the applicable Documentation. If we breach this express warranty, and you promptly inform us of such in writing,
we will at our option and expense: (a) modify the affected Software to generally conform with the applicable Documentation, or (b)
provide a replacement for the affected Software which generally conforms with that Documentation, or (c) refund you the portion of your
license price related to the applicable Software that is attributable to the remaining Subscription Period. This will be our sole obligation,
and your sole remedy, with respect to any breach of this warranty. EXCEPT FOR THE EXPRESS WARRANTY PROVIDED IN THIS
SECTION, THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY ADDITIONAL
WARRANTIES OF ANY KIND. WE DO NOT WARRANT THAT THE SOFTWARE WILL PERFORM UNINTERRUPTED OR BE ERROR-
FREE OR THAT THE SOFTWARE WILL MEET YOUR PARTICULAR REQUIREMENTS.
2.0 THIRD PARTY SOFTWARE AND SERVICES. The following terms and conditions will apply to all Third-Party Software and Third Party
Services.
2.1 Subject to Third Party's Warranties and Terms. Third Party Software and Third Party Services are distributed by us as a licensor,
distributor or reseller. These products and services are provided subject to the separate license and sale terms, conditions and restrictions
required by the third party. WE DO NOT PROVIDE, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE,
ON ANY THIRD-PARTY SOFTWARE AND SERVICES WE SUPPLY OR MAKE AVAILABLE TO YOU. IN ADDITION, WE DO NOT
GUARANTEE THE AVAILABILITY OF SUCH THIRD-PARTY SOFTWARE OR SERVICES AND SUCH SOFTWARE OR SERVICES MAY
BE MODIFIED OR REMOVED AT ANY TIME.
2.2 Warranty Claims. We will use reasonable commercial endeavors to facilitate warranty claims you may make against the third party
supplying such products or services. This is our sole obligation relative to these products or services.
3.0 PROFESSIONAL SERVICES. Professional Services listed on the Order Form will be provided subject to the following terms and conditions:
3.1 Mutual Cooperation. You and we mutually agree to cooperate with each other in a professional and courteous manner in the performance
of our respective duties in the delivery of Professional Services.
3.2 Scheduling Changes Caused by You. You agree to notify us at least 5 business days in advance of your intention to reschedule
previously confirmed on-site Professional Services sessions. If you do not provide such notice, and we are unable to re-assign the
resources scheduled to provide your Professional Services, we reserve the right to charge you a cancellation fee of up to $750 for each
day cancelled without such notice.
3.3 Scheduling Changes Caused by Us. If we are required to reschedule (except for reasons caused in whole or in part by you or that are
outside our reasonable control) a previously confirmed on-site Professional Services delivery session, we will use all reasonable efforts to
provide you at least 5 business days' notice. If we do not provide such notice, and you incur reasonable direct, non-refundable expenses
which you have made good faith efforts to avoid, we will upon your written request (which must include documentation of these expenses)
provide you a credit for such expenses. In no case, however, will the amount of credit exceed $750.
3.4 Acceptance of Services and Warranty.
3.4.1 Warranty and Acceptance. We warrant that the Professional Services we provide will be performed in a workmanlike manner. If
you reasonably determine that the Professional Services have not met this standard, you must provide us written notice specifying
any deficiencies in detail within 10 business days after the service delivery. We will then use reasonable commercial efforts to cure
any such deficiencies promptly which may include our providing additional Professional Services at our expense. If you do not
provide notice of any deficiencies to us within the 10-day period, your acceptance of the Professional Services will be considered
final.
Edmentum Standard Service Purchase and Software License Terms rev 2017.07.21 // Page 2 of 5

3.4.2 Failure to Cure. If you give us notice under subsection 3.4.1 and we are unable to cure the deficiency within 60 days after your
notice, you may terminate the directly affected portions of service and obtain a refund of amounts you have paid for the terminated
Professional Services.
3.4.3 Sole remedies. The remedies specified in this section 3.4 are your only Professional Services related remedies.
3.5 Compliance with Workplace Rules. We will have the person or persons we assign to perform the Professional Services comply with
those of your lawful workplace rules you have provided to us and them in writing in advance.
3.6 Subcontractors. We may, in our reasonable discretion, use third parties, including, but not limited to agents, to perform any of our
obligations regarding delivery of the Professional Services.
4.0 GENERAL TERMS
4.1 Fees and Payment
4.1.1 Fees. You agree to timely pay all amounts due to us as shown on the Order Form and acknowledge that by submitting a signed
Order Form, you are representing to us that the employee or agent signing on your behalf has the requisite authority to bind you to
the terms and conditions of the Agreement, including the payment obligations identified on the Order Form. Except if specified in the
Order Form or in section 1.3.2 (re Outages) all such amounts are non- cancellable and non-refundable. To the extent that you fail to
timely pay all amounts due as identified on the applicable Order Form, you accept that we can institute any and all collection efforts
and legal claims that we deem appropriate and that you shall pay us for all costs and expenses (including attorney's fees) we incur
in connection with such collection efforts and claims.
4.1.2 Taxes. Except to the extent you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority
covering all applicable taxes otherwise due and payable, we will invoice you for and you will pay any applicable direct or indirect
local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to,
value-added, gross receipts, sales, use or withholding taxes associated with your license or purchases under this Agreement, except
for taxes based on our net income or real property.
4.1.3 Acceptance. All Software will be deemed accepted upon our making it available to you online and will thereafter be subject to the
limited warranty provision of this Agreement.
4.2 Confidentiality
4.2.1 Definition of Confidential Information. "Confidential Information" means all confidential and proprietary information disclosed
by one party (the "Discloser") to the other (the "Receiver") and that is either designated as confidential or of a type that should be
reasonably expected to be confidential. Confidential Information includes the Customer Data, our Software, business and marketing
plans, technology and technical information, product designs, and business processes, but does not include any information that,
without breach of obligation owed to Discloser: (a) is or becomes generally known to the public; (b) was known to the Receiver prior
to its disclosure by the Discloser; (c) was independently developed by the Receiver; or (d) is received from a third party.
4.2.2 Protection. The Receiver will not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of
this Agreement, except with the Discloser's prior written permission. The Receiver will protect the Confidential Information of the
Discloser as if it were the Receiver's own Confidential Information, and at a minimum, with reasonable care. This obligation will
survive termination of this Agreement for a period of 3 years. You accept and acknowledge that you input the information and data
into our Software, including any Student personal information that you deem necessary and that we have no control over such input,
that certain third parties may have access to such information and data to assist in enhancing the Software and in facilitating your
Users use and access of the Software and that we may retain the data and information that you provide in accordance with our
normal retention and destruction practices on certain or our servers, SAN and/or cloud backups.
4.2.3 Compelled Disclosure. If by court order, legal requirement or regulatory authority the Receiver is forced to disclose Confidential
Information of the Discloser, the Receiver will (to the extent legally permitted) give the Discloser prompt notice of the order and will
provide, at the Discloser's request and cost, reasonable assistance to contest the disclosure.
4.2.4 Remedies. If the Receiver discloses or uses (or threatens to disclose or use) any Confidential Information of the Discloser in breach
of this section, the Discloser will have the right, in addition to any other available remedies, to seek injunctive relief to prevent further
(or the threatened) disclosure.
4.3 Indemnities
4.3.1 Our Indemnification of You. Subject to the conditions described below and the provisions of section 4.6, we will defend, indemnify
and hold you harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims,
demands, suits, or proceedings (collectively called "Claims") made or brought against you by a third party, as follows:
a. For Personal Injury or Property Damage. Our indemnity covers Claims alleging personal injury or property damage to the
extent caused by the willful misconduct or gross negligence of our personnel while on your premises.
b. For Infringement. Our indemnity covers Claims alleging that your Users use of the Software in accordance with the terms of
this Agreement, or any Materials furnished by us in connection with this Agreement infringes the intellectual property rights of
a third party. We will have no indemnification obligations or other liability for any claim of infringement or misappropriation to
the extent (a) based on specifications or directions you provided, (b) your use of a superseded or altered version of some or
all of the Software or Materials if infringement would have been avoided by the use of a subsequent or unaltered release of
the Software or Materials provided to you or (iii) your use occurs in a jurisdiction other than the United States. If the Software
becomes, or in our opinion is likely to become, the subject of an infringement claim, we may, at our option and expense, either
procure for you the right to continue using the Software; replace or modify the Software so that it becomes non-infringing and
remains functionally equivalent; or require the return of the affected Software and refund you the portion of your purchase price
attributable to the returned product for the remaining Subscription Period.
Edmentum Standard Service Purchase and Software License Terms rev 2017.07.21 II Page 3 of 5

4.3.2 Your Indemnification of Us. Subject to the conditions described below and section 4.6, and to the extent not prohibited by applicable
law, you will defend, indemnify and hold us harmless against any loss, damage or costs (including reasonable attorneys' fees)
incurred in connection with Claims made or brought against us by (i) a third party alleging that the Customer Data, your use of the
Software in violation of this Agreement, or any materials, data or information provided by you or your representatives either: (a)
infringes the intellectual property rights of a third party, or (b) has otherwise harmed a third party, or (ii) anyone who has suffered
personal injury or property damage based upon you or your employees, agents or Students or Users negligence or intentional
misconduct.
4.3.3 Conditions. These indemnities will be conditioned on the party seeking indemnity: (a) promptly providing the other with a written
notice of the Claim; (b) giving the other party sole control of the defense and settlement of the Claim, provided that the other party
may not settle any Claim unless the party seeking indemnity is unconditionally released from liability; and (c) at no charge, providing
the other party with all reasonable assistance relative to the defense of the Claim.
4.3.4 Exclusive Remedies. Our and your exclusive indemnification responsibilities are stated in this section 4.3.
4.4 Care of Customer Data. We will make periodic backups of Customer Data you enter into our Software and will otherwise use reasonable
commercial care, consistent with general industry practice, to protect such Customer Data against loss. We are not responsible for lost
Customer Data. You will be responsible for the maintenance of Customer Data held in our Software or learning management systems
and for replacing it if it is lost or destroyed for any reason.
4.5 Force Majeure. The term "Force Majeure" means circumstances beyond the reasonable control of a party (such as acts of God,
government restrictions, wars, insurrections, labor strife, or failure of suppliers, communication or data systems, subcontractors, or carriers)
which delay or prevent the party from performing under the terms of this Agreement. Affected performance obligations will be suspended
during the duration of the Force Majeure. In the event the Force Majeure persists for more than 90 days, the other party may terminate
the affected portions of this Agreement upon written notice.
4.6 Disclaimers, Limitations and Exclusions.
4.6.1 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 1.7 OR 3.4 OF THIS AGREEMENT, WE MAKE NO
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY
DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
4.6.2 Limitation of Liability. EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS (WHICH ARE LIMITED TO $50,000
IN THE AGGREGATE FOR ALL CLAIMS AGAINST EITHER PARTY IN ANY CALENDAR YEAR), IN NO EVENT WILL EITHER
PARTY'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN
CONTRACT, TORT, INDEMNIFICATION OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS
ACTUALLY PAID BY YOU TO US UNDER THE APPLICABLE ORDER FORM DURING THE PRIOR TWELVE MONTHS. THE
ABOVE LIMITATION WILL NOT APPLY TO EITHER PARTY IN THE EVENT YOUR STATE STATUTES ARE FOUND TO GOVERN
THIS AGREEMENT AND THEY SPECIFICALLY PROHIBIT A LIMITATION OF LIABILITY PROVISION.
4.6.3 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER
FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, LIQUIDATED, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.7 U.S. Governmental Users. The Software and Documentation are "Commercial Items," as defined at 48 C.F.R. §2.101, and are
licensed subject to Restricted Rights applicable to Commercial Items and only with those rights expressly granted under this Agreement.
The U.S. Government will not be entitled to technical information that is not customarily provided to the public or to use, modify, reproduce,
release, perform, display, or disclose the Software or Documentation except as allowed under this Agreement.
4.8 Term and Termination
4.8.1 Term of this Agreement. This Agreement will begin on the Order Form Date and will, unless earlier terminated in accordance
with this section, continue in effect until the end of the last Subscription Period identified in the applicable Order Form.
4.8.2 Termination for Cause. A party may terminate this Agreement for cause: (i) 30 days after written notice of a material breach to the
other party if such breach remains uncured at the expiration of such period; or (ii) if the other party ceases to conduct business in
the ordinary course, files a petition for liquidation bankruptcy, fails to have an involuntary petition for bankruptcy dismissed or
converted to a non-liquidation bankruptcy within 60 days after filing, or makes an assignment of essentially all assets for the benefit
of creditors.
4.8.3 Outstanding Fees. Termination will not relieve you of the obligation to pay any fees payable to us prior to the effective date of
termination.
4.9 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: 1.6, 1.7, 2.1, 4.2, 4.3.1, 4.3.2,
4.3.4, 4.6, 4.9 and 5.0.
4.10 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the
prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign this Agreement
in its entirety without your consent, in connection with a transaction involving a sale of all or substantially all of our assets or equity through
merger or otherwise. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section will be void
and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and
permitted assigns.
4.11 Student/Parent Consents and Communication. You are responsible for obtaining any necessary or legally required consents from
students, parents and/or guardians related to your Users access and use of the Software. To the extent that your license includes our
providing a virtual instructor associated with the licensed content, you accept and acknowledge that such virtual instructor may periodically
be communicating with students and their parents and/or guardians.
Edmentum Standard Service Purchase and Software License Terms rev 2017.07.21 // Page 4 of 5

4.12 Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, proposals
or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement
will be effective unless in writing and signed by both parties. To the extent of any conflict or inconsistency between the provisions in these
Standard Terms and an Order Form, the terms of the Order Form will prevail.
4.13 Governing Law. This Agreement will be governed by the internal laws of the State of Minnesota, without regard to its conflicts of laws
rules unless the statutes or applicable rules governing your activities where your sitused require that the laws of the State where your
sitused apply, in which case they will, without regard to the conflict or laws rules.
4.14 Third Parties. There are no third-party beneficiaries to this Agreement.
4.15 Notices. All notices under this Agreement will be in writing and will be deemed given upon: (a) personal delivery; (b) the second business
day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) the second business day after sending by
confirmed email. Notices to us will be addressed to the attention of Director of Customer Finance. Notices to you will be addressed to the
attention of the person signing the Order Form for you.
4.16 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint
venture, agency, fiduciary or employment relationship between the parties.
4.17 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be
subject to modification by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent
permitted by law, and the remaining provisions of this Agreement will remain in effect.
4.18 Waiver. No failure or delay by either party to exercise a right under this Agreement will be a waiver of that right.
5.0 DEFINITIONS
o "Concurrent License" means a Software license that may be accessed during the Subscription Period by any User, but may only be accessed by
one individual User at a time.
o "Course Enrollment" shall mean a Consumable License plus the non-exclusive services of a virtual instructor qualified to provide online teaching
services associated with the Consumable License.
o "Consumable License" means a Software license to a single course assigned to a single, Named User. Within thirty days of the date in which a
Consumable License is made available to a Named User, you may remove that Named User and reassign the Consumable License to a different
Named User for future use although such reassignment shall not extend the original Subscription Period. The Subscription Period for a Consumable
License begins upon the earlier of (i) when the course content is first accessed by any Named User or (ii) sixty days following the date that access
is first made available to a Named User, and ends one year later.
o "Customer Data" means all electronic data, materials and other information you and/or your Users have entered or stored in the Software, including,
but not limited to data and records relating to student information, performance or use, your teacher data and supplemental instructional materials.
o "Documentation" means the technical specifications and/or functionality particulars regarding the Software that we provide you with the Order Form,
if any.
o "Materials" means those materials that we provide you, if any, in connection with your Software license and/or Professional Services purchases that
your Users can use solely for their internal educational purposes during the applicable Subscription Period.
o "Named User" means a specific Student User identified by name and designated as the sole Student User of the specific license.
o "Order Form" means the Order Form prepared and offered by us and returned to us by you indicating your acceptance of the terms and conditions
of this Agreement. To the extent that you fail to execute and return the applicable Order Form to us, you accept and acknowledge that by using the
Software (or any of your Users using the Software), you agree to the terms and conditions of this Agreement.
o "Reusable License" means a Software license whereby only one Named User is designated to use the license at a time, but may be reassigned to
another Named User during the Subscription Period. While a Reusable License is assigned to a specific Named User, it may not be used by any
other Student User at any time until reassigned to another Named User.
o "Software" means the online educational software that is identified on the Order Form that we make available to your Users via our Internet-based
learning management system. The term "Software" includes both our Software and Third Party Software.
o "Professional Services" means the services identified on the Order Form that we agree to provide to you to assist in your implementation and/or
on-going use of the Software.
o "Students' means those of your students that are provided access to the Software.
o "Site License" means a Software License that may be accessed during the Subscription Term by all authorized Users located in the specific physical
site identified on the Order Form.
o "Program License" means a Software License that may be accessed during the Subscription Term by the authorized number of Users identified
on the Order Form.
o "Subscription Period" means the period of time during which you will have access to the Software you license under the Agreement. This period
will begin with the start date identified in the applicable Order Form or upon processing of your PO in the event that dates are not identified upon the
Order Form, and (unless earlier terminated, suspended or revoked in accordance with the Agreement) will last for the duration of your Software
license access identified on the Order Form.
o "Third Party Software" means software or content that we license from a third party for license to our customers under licensing terms and conditions
specified by the producer.
o "Third Party Services" means the services that you purchase from us that are identified on the Order Form and that are performed by an entity or
individual other than our employees and independent contractors.
o "Users" means those Students that you supply (or authorize us to supply) user identifications and passwords to and for which you've purchased an
adequate quantity of the applicable Software licenses for. Users may include one or more Students.
o "We", "Us" or "Our", whether or not capitalized, refer to the entity or entities identified on the first page of the Order Form (Edmentum, Inc., or
Education City, Inc.).
Edmentum Standard Service Purchase and Software License Terms rev 2017.07.21 II Page 5 of 5

MARICOPA COUNTY SHERIFF'S OFFICE
GRANT EXPENDITURE REQUEST FORM
GRANT: Jail Education Program- State Activity Code IEPA
Entitlement Grant
FUND: 251 AGENCY: D500 ORG/ OBJ CODE: SUB OBJt=,
UNIT: 5053
7: -71
PROGRAM CODE: JailEdPRGM END DATE: FY16
DATE: 1-4-18 AMOUNT:
$56,774.07
REQUESTED BY: Rhonda Rickard- Principal
CONTACT PHONE NO. 602-876-9009
SHIP TO ADDRESS: Education Section Suite 2400 3250 W. Lower Buckeye Phoenix, AZ
85009
Edmentum- Mindy Peterson
VENDOR OR SUGGESTED VENDOR(S): N.W. 7504 P.O. Box 1450 Minneapolis, MN
55485-7504
Phone: 1-214-294-9901 Fax: 1-877-519-9555
Email: orders@edmentum.com
EXPENDITURE CATEGORY (check one)
Personnel
.77:1
X Supplies — Edmentum Software Contract Renewal
Capital Equipment
Investigative Expense
Brief explanation/justification of expenses: The funds will be used to cover the cost of
contract renewal for Year 1 - 2018-2019 school year of 3 year contract. The $56774.07 is
requested out of the State Entitlement Grant for use by juvenile education.
Division Commander Approval:
Bureau Chief Approval: 'STD- Date: t
Date:

MARICOPA COUNTY SHERIFF'S OFFICE Memorandum
Dr. Glenn Young From: Rhonda Rickard
Custody Support Principal
Custody Support Division/ Custody Education Section
Region II Bureau
Subject: 3 Year Renewal of Edrnentum Contract Date: 01/04/2018
Software for Juvenile and Adult Basic Education
This memorandum is to respectfully request the renewal of the Edmentum Software contract for
an additional 3 years. The current 3 year contract is due to expire June 2018. The Education Section
has been using this software since July 2014. The courseware has successfully been implemented and has
shown an increase in academic achievement here at MCSO, and is also used successfully in other secure
care environments.
Justification: Due to its success, we would like to continue using it with our Juvenile and Adult
populations. The Plato Courseware software package is annually updated to stay current with Arizona
State standards. The program contains a diagnostic assessment solution that quickly and efficiently places
learners at the appropriate grade level in reading, writing and math. In addition to assessing students'
proficiencies, the program prescribes rigorous content that fills learning gaps and personalizes instruction,
bringing students up to grade level. Results can be used to identify areas needing special emphasis and
focus for either individual students or an entire class. Edmentum GED Test pack offers courseware that is
ideal for remediation, intervention and acceleration for the juvenile population. This courseware can be
used by the juveniles and adults that are working toward GED completion.
It also provides teachers with valuable information about the academic progress of individual students
based on state and national standards. The information gathered on student progress assists teachers in
differentiating their instruction in order to better meet the diverse population of students' academic needs
within the Sheriff's Office. Students work through the Plato courseware and move on into the GED
Comprehensive assessment, which often leads to successful GED testing and certification obtainment, as
our statistics show.
Description: Edmentum is a tool that provides information efficiently and clearly. Not having this
software would negatively impact the Education Section. The students and teachers have made the
adjustment and now rely on its ability to provide student data, skill building and academic courseware to
meet individual needs. The content is always up to date and allows individualized learning plans to be
developed efficiently and accurately. Students have not only shown growth academically but their
computer skills have also increased which is necessary in reintegrating our students in today's
technological society.
Funding string to use:
Juvenile Education: $56,774.07 251-D500-5053-JailEd.PRGM.IEPA-FY16 (State Entitlement Grant)
Adult Basic Education: $45,000.00 252-502-5053-IEPA (Inmate Services funds)
Total renewal cost for Yeail of ssieirl contract (2018-19 school year): $101,774.07
I am requesting ftuicis far the first year if the :contract only in the amount of $101,774.07. The funding
string listed is split`becatise-the sOftware iS being used by both Juvenile and Adult Basic
Revised: 12.21.17

Education. The State Entitlement Grant can only be used to cover costs associated with Juvenile
Education.
Attached is the new quote from the company along with the Competition Impracticable Form. Also attach
is additional information regarding this software and vendor. The 3" 1 year of the current 3 year contract
expires 6/30/18. I am requesting a Purchase Order for payment due year 1 (2018-19) of the next 3 year
contract.
Description of Item(s): Plato courseware provides academic assessment tools, high school curriculum,
vocational curriculum, GED preparation curriculum, and GED pre-testing software for both Juvenile
Education and Adult Basic Education Program.
SUBTOTAL: 3 yrs. $248, 118.00
ESTIMATED TAX (8.1%): $19,068.07
SHIPPING: (if applicable)
GRAND TOTAL: $267,186.07
SUGGESTED VENDOR:
• Edmentum
• N.W. 7504 P.O. Box 1450 Minneapolis, MN 55485-7504
• 1-214-294-9901
• orders@edmentum.com
• 1-877-519-9555
• Mindy Peterson
• COUNTY VENDOR NUMBER (if applicable)
Respectfully Submitted
Attachments:
1. MCSO Grant Expenditure Request Form
2. MCSO Purchase request Form
3. Office of Procurement Services Goods and Services Competition Impracticable Fo iiii
4. Edmentum Quote
5. Edmentum Services Summary
6. Plato Courseware, Sole Source Letter —Mitchell Wacker- VP of Sales Operation
7. Edmentum Assessments, Sole Source Letter — Mitchell Wacker- VP of Sales Operation
8. Email from Paul Lewis- Sales Representative for Edmenturn.
2 I P a

Subject: Edmentum Renewal of Contract Date: 01/08/2018
Chain of Command Signatures:
Direct Supervisor's Signature Serial # Date
Comments:
-- I -- i i ' ( C )iii i
Lieutenant/Section Commander's Signature Serial # Date
Comments: iLec:,,,,---,-- c--4:- (-e A C,(-) :--I,9 sj-t-P- Er- c -1;-":1 1-V1 C 041-47121 C .* tk ),? 0.c e, C-4, if ire-A:4-
ILI e G:),..; r 0 ;4 .h,. e -rkre,e ti 6:•,,,i, 1:(.1,d-r,-,e. c i , iili ,4-4--t! re c'?,' c5 l'; ,-tc; -lb Ca,.. ( 1,
e'.•Y... J tl ite. \-4 1 ll /1,-01- 1r 61 rJ S '.(1i-Y- 1/-i r Ad:114S) 7 kt-,.
.... ...
1- .v. _ f
Division/D . tr ct Commander's Signature Serial # 1 Date
Comments: Rewww-1,4 ei_fyi/.)ki- - 11-,44 a \A, . 15 no fOa ---cirt- 1/0.6 , 4-(6Q
•,4A p6c; xi-A i'\ _PA,p — r,,,,, e. Tk. i'll (051- (1914 .k 'Ir r:
iA)1( c5t;'-itc(j) 'I'VE_
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Deputy Chief's Signature Serial # Date
Comments: . _ A , _
,.
A I ...I
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-----6 - -2--.. c----W.-0,-- g'7?), / -96, -) cc
Executive Chief's Signature Serial # Date
Comments: - PrAcir AM bc,-,..,--4--(1.- oum.a.-TG-_-5 AA) Ls Am JA--d .. 1.6-r 7r6 ''''-t1q2C,..A-.1-1>1. 0,3 14-g
kvi.C.5.) L., ••pte.-.4.1: I.-rcs cl-r-Li vtrit‘61 'R7c-rQx.At-r-J) 1 MID1/4)QAATi?...0 -&-Dvcitncs..) RbirArk. . 3IPTc_.- oC AZ
t.. hoE.,,c Pue-Traeq11/41 4-1T -,c_runs fl-1E(( nsiirrifx5121:7,4D 10 Fi..)",---S "7?-leir 5 tiffrYT -7142.-E-- Mr
Cb43,4,1ziim -t- V t•-*.A.t.-e --c3C - pprtl-upnt,-.17e. Von..J6INcl -
—
- PO 4 I /
Chi D:luty Chief of Staff/CFO's Signature Serial # Date
.._.."
Comments:
31P age

MARICOPA COUNTY SHERIFF'S OFFICE
Paul Penzone, Sheriff
PURCHASE I X WORK ORDER
REQUEST FORM
Custody Support Education 5053
REQUEST FOR:
(DIVISION) (SECTION/UNIT) (LOW ORG)
Rhonda Rickard 602-876-9009
REQUESTER:
(PRINT NAME) (SIGNATURE) (PHONE NUMBER) -REQUIRED
01/04/2018 SHIP TO: MCSO Custody Support
DATE SUBMITTED: (ADDRESS): Division — Adult Basic
Education
FUNDING SOURCE: JEF RICO Special Services
X Budget Inmate Canteen Contingency Fund
NOTE: If SEE, must include justification which shows how purchase enhances jails or their operation.
If RICO, must show a relationship to an investigation of racketeering offenses.
Law Enforcement Training — Support personnel to perform official law enforcement duties (attach documentation
to describe how training supports law enforcement duties.
Law Enforcement Operations and Equipment — Support law enforcement activities (attach documentation to
describe how it supports)
Law Enforcement Facilities and Equipment — Necessary to perform official law enforcement duties (attach
documentation to explain how equipment or facility purchase allows performance of law enforcement duties).
Drug Education and Awareness Programs — Conducting drug education and awareness.
If Special Services, must justify how this will benefit the education and welfare of the inmates.
ITEM/SERVICE AND DESCRIPTION/SPECIFICATIONS:
Renewal of current 3 year contract with Edmentum.
JUSTIFICATION FOR REQUEST: (If additional space is needed, please attach a separate sheet of paper.)
The courseware has been successfully implemented and has shown an increase in academic achievement here at MCSO and
other secure care environments. The $45,000. 00 requested will cover the cost of the Adult Basic Education portion for use.
SUGGESTED VENDORS: (Refer to Policy GE-1, Supply Requisition, Procurement and htventory, for vendor requirements. If request is over
$1,000 and not on a contract it is necessary to obtain three written quotes.)
Unit Cost X # of Units + Tax = Total Cost
1. Edrnentum $ 45'000.00 $ 45,000.00
Mindy Peterson
N.W. 7504 P.O. Box 1450
Minneapolis, MN 55485-7504
Phone: 1-214-294-9901
Fax: 1-877-519-9555
orders@edmentum.com

Division Commander: Approved YES NO
NO
Bureau Commander:
Chief Financial NO
Officer:
YES NO
Sheriff or Designee:
5000-576 R 06/10 0110305