MASTER SERVICES AGREEMENT.PDF

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Master Services Agreement
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This Master Services Agreement (the "Master Agreement") is made and entered into on , 2018 (the "Effective Date") by and
between Forensic Logic, LLC. ("FL") and Maricopa County ("Customer") (each, a "Party", and together, the "Parties"). The Parties
agree as follows:
1. Intent. The purpose and intent of this Master Agreement is transfer or distribute the Licensed Materials or Licensed Services
to establish the terms and conditions that shall apply to any to any third party; (d) reverse engineer, decompile, disassemble,
software license agreement, software subscription agreement, or otherwise attempt to derive the source code or algorithms
development agreement, data integration agreement or other underlying the Licensed Materials or Licensed Services;
related agreement specifically referencing this Master Agreement (e) remove, alter, or obscure any confidentiality or proprietary
that may be entered into between FL and Customer (each, a notices (including copyright and trademark notices) of FL or its
"Service Agreement"). This Master Agreement shall be suppliers on the Licensed Materials; or (f) allow third parties to
interpreted solely in the context of such a Service Agreement and access or use the Licensed Materials or Licensed Services (such
shall not bind either Party unless and until a Service Agreement is as in a time-sharing arrangement) or operate the Licensed
executed by the Parties, at which time that Service Agreement Materials or Licensed Services as part of a service bureau or
shall be automatically incorporated by reference into, and made a otherwise for the use or benefit of third parties.
part of, this Master Agreement. In no event, however, shall this
Master Agreement be construed as obligating FL or Customer to 4. Term & Termination
enter into any particular Service Agreement with the other.
Appendix 1 to this Master Agreement is hereby incorporated by a. Term. This Master Agreement shall continue in effect
reference. for as long as any Service Agreement remains in effect, unless
earlier terminated in accordance with the terms of this Master
2. Inconsistencies and Amendments. Any capitalized term Agreement and/or the applicable Service Agreement. The term of
used, but not defined, in any Service Agreement shall have the each Service Agreement shall commence on the effective date of
definition given to such term in this Master Agreement. In the and continue for the period specified in such Service Agreement.
event of a conflict between any term or condition in any Service
Agreement and any term or condition in this Master Agreement, b. Termination. Either Party may terminate a Service
the term or condition contained in the Service Agreement shall Agreement upon written notice to the other Party if the other Party
supersede. Each Service Agreement, together with the terms and breaches any of its material obligations under such Service
conditions of this Master Agreement, shall constitute and be Agreement and fails to cure such breach within thirty (30) days
construed as a separate agreement between the Parties consisting after receipt of written notice from the non-breaching Party
of the terms and conditions contained in such Service Agreement specifying in reasonable detail the nature of such breach. Unless
together with the terms and conditions of this Master Agreement. otherwise agreed, termination of a Service Agreement will not
This Master Agreement and any Service Agreement may be affect the rights and obligations of the Parties under any other
modified or amended, and new Service Agreements added, only Service Agreement.
through a writing signed by authorized representatives of both
Parties. Such writing shall be added as an amendment to this c. Effects. Upon the expiration or termination of any
Master Agreement or a Service Agreement, as applicable, and Service Agreement, or except as expressly authorized under the
shall become part of this Master Agreement. terms of any Service Agreement, the following terms shall apply:
(i) all licenses or subscriptions granted to Customer under such
3. Proprietary Rights. Customer acknowledges that, as Service Agreement shall immediately terminate; (ii) Customer
between FL and Customer, FL owns all right, title, and interest, shall pay to FL all fees and expenses accrued prior to the effective
including all Intellectual Property Rights, in and to all materials date of termination; (iii) each Party shall return to the other Party
(including the Licensed Materials) and Licensed Services or destroy all copies of the other Party's Confidential Information
provided to Customer by FL in the performance of its obligations (including, in the case of Customer, the Licensed Materials)
under any Service Agreement, and that Customer has no rights in provided to or made by such Party under such Service Agreement;
such materials other than those expressly set forth in the (iv) each Party shall, within ten (10) days after the effective date
applicable Service Agreement. Except as expressly authorized of termination, provide the other Party written certification that
under the terms of any Service Agreement, Customer shall not all such copies have been returned or destroyed; and (v) Sections
(a) reproduce, modify, adapt, alter, translate, localize, port, 3, 4.c, 6, 7.b, 8, 9, and 10 of this Master Agreement, and any
publicly display, or create derivative works of the Licensed provisions identified in such Service Agreement as surviving
Materials or Licensed Services; (b) combine or merge the termination thereof, will survive.
Licensed Materials with other software other than as approved in
writing by FL; (c) sublicense, lease, rent, loan, or otherwise
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5. Financial Terms Party, will be considered Confidential Information of the
Disclosing Party.
a. Fees and Expenses. Customer shall be responsible for
paying the fees (including license fees, subscription fees, b. Protection. The Receiving Party will (i) not use any
maintenance fees, implementation fees, and training fees) and Confidential Information of the Disclosing Party for any purpose
expenses specified in each Service Agreement. Payments shall be not expressly permitted by the Service Agreement under which
made in U.S. dollars and shall be due and payable in full upon the such Confidential Information was disclosed, and (ii) disclose the
earlier of (i) the date expressly identified in the applicable Service Confidential Information of the Disclosing Party only to the
Agreement for such payment or (ii) within thirty (30) days after employees or contractors of the Receiving Party who have a need
the date of invoice by FL. Customer agrees to notify FL of any to know such Confidential Information for purposes of
dispute that Customer may have concerning any invoice issued by performing such Service Agreement and who are under a duty of
FL to Customer within thirty (30) days from date of such invoice, confidentiality no less restrictive than the Receiving Party's duty
If Customer fails to do so, Customer agrees that such invoice will hereunder. The Receiving Party will protect the Disclosing
be conclusively presumed to be accurate. Party's Confidential Information from unauthorized use, access,
or disclosure in the same manner as the Receiving Party protects
b. Contingency of Funds: FL acknowledges that funding its own confidential or proprietary information of a similar nature,
or portions of funding for a Service Agreement may also be and with no less than reasonable care.
contingent upon the receipt of funds from the State of Arizona,
and/or appropriation of funds by the County. If such funding c. Exceptions. The Receiving Party's obligations under
and/or appropriations are not forthcoming, or are otherwise Section 6.b with respect to any Confidential Information of the
limited, Customer may amend, suspend, decrease or terminate a Disclosing Party will terminate prospectively if and when the
Services Agreement without penalty. In the event of termination, Receiving Party can document that such information: (i) was
Customer shall be liable for payment only for software or services already lawfully known to the Receiving Party at the time of
rendered prior to the effective date of the termination, provided disclosure by the Disclosing Party; (ii) was disclosed to the
that they are provided in accordance with the applicable Services Receiving Party by a third party who had the right to make such
Agreement. Customer shall give written notice of the effective disclosure without any confidentiality restrictions; (iii) is, or
date of any suspension, amendment, or termination under this through no fault of the Receiving Party has become, generally
Section, at least ten (10) days in advance. available to the public; or (iv) was independently developed by
the Receiving Party without access to, or use of, the Disclosing
c. Taxes. All amounts payable under any Service Party's Confidential Information. In addition, the Receiving
Agreement are exclusive of all sales, use, value-added, Party will be allowed to disclose Confidential Information of the
withholding, and other taxes and duties of any kind ("Taxes"). Disclosing Party to the extent that such disclosure is (a) approved
Customer shall be responsible for, and shall promptly pay any and in writing by the Disclosing Party, (b) necessary for the Receiving
all Taxes assessed by any authority in connection with any Service Party to enforce its rights under this Agreement in connection
Agreement or Customer's receipt or use of Licensed Materials with a legal proceeding; or (c) required by law or by the order of
and Licensed Services, except for taxes payable on FL's net a court of similar judicial or administrative body, provided that
income. If FL is required to collect any Tax for which Customer the Receiving Party notifies the Disclosing Party of such required
is responsible, Customer will pay such Tax directly to FL. If disclosure promptly and in writing and cooperates with the
Customer pays any withholding Taxes that are required to be paid Disclosing Party, at the Disclosing Party's reasonable request and
under applicable law, Customer will furnish FL with written expense, in any lawful action to contest or limit the scope of such
documentation of all such tax payments, including receipts. required disclosure.
6. Confidentiality d. Agreement Terms. Neither Party will disclose any
terms of this Master Agreement or any Service Agreement to
a. Confidential Information. Each Party (the "Disclosing anyone other than its attorneys, accountants, and other
Party") may from time to time disclose to the other Party (the professional advisors under a duty of confidentiality except (i) as
"Receiving Party") certain information regarding the Disclosing required by law, (ii) pursuant to a mutually agreeable press
Party's proprietary technology or business, including technical, release, or (iii) in connection with a proposed merger, financing,
marketing, financial, employee, planning, and other confidential or sale of such Party's business (provided that any third party to
or proprietary information ("Confidential Information"). The whom the temis of this Master Agreement or any Service
Disclosing Party will mark all Confidential Information in Agreement are to be disclosed is bound by a duty of
tangible form as "confidential" or "proprietary" or with a similar confidentiality or signs a confidentiality agreement reasonably
legend. The Disclosing Party will identify all Confidential satisfactory to the other Party to this Agreement).
Information disclosed orally as confidential at the time of Notwithstanding the foregoing, Customer gives its approval and
disclosure. Regardless of whether so marked or identified, consent for FL to use and include Customer's name and/or logo
however, the Licensed Materials and any information that the in its client list and refer to Customer in marketing materials and
Receiving Party knew or reasonably should have known, under business conversations as a client of FL.
the circumstances, was considered confidential by the Disclosing
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7. Warranties or Licensed Services with other products, equipment, software, or
data not included in the Licensed Software or Licensed Services
a. Mutual Warranties. Each Party represents and when delivered to Customer by FL, (iii) any use of the Licensed
warrants to the other that (i) it has full right, power, and authority Software or Licensed Services for any purpose other than
to enter into and fully perform its obligations under this Master purposes described in the applicable Licensed Documentation;
Agreement and any Service Agreement and (ii) the execution, (iv) any use, reproduction, or distribution of any release of the
delivery, and performance of this Master Agreement and any Licensed Software or Licensed Services other than the most
Service Agreement by that Party does not conflict with any other current release made available to Customer, or (v) any
agreement or obligation to which it is a party or by which it is modification of the Licensed Software or Licensed Services by
bound. any person other than FL or its authorized agents or contractors.
b. DISCLAIMERS. EXCEPT FOR THE EXPRESS d. Mitigation. If any Licensed Software or Licensed
WARRANTIES THAT ARE MADE IN THIS MASTER Services becomes, or in FL's opinion is likely to become, the
AGREEMENT AND THE SERVICE AGREEMENTS, subject of a claim of infringement or misappropriation, FL may,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY at its option and expense, either (i) procure for Customer the right
DISCLAIMS, ANY OTHER WARRANTY OF ANY KIND, to continue exercising the rights licensed to Customer with respect
WHETHER EXPRESS, IMPLIED, STATUTORY OR to such Licensed Software or Licensed Services in the applicable
OTHERWISE, INCLUDING WITHOUT LIMITATION THE Service Agreement(s), (ii) replace or modify such Licensed
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A Software or Licensed Services so that such infringement or
PARTICULAR USE OR PURPOSE, SECURITY. FL misappropriation is eliminated and such Licensed Software or
WARRANTS THAT THE LICENSED MATERIALS OR Licensed Services remains functionally equivalent, or
LICENSED SERVICES WILL PERFORM AS LISTED (iii) terminate, by written notice to Customer, the applicable
DESCRIPTION OF SOFTWARE IN THE LICENSE Service Agreement(s) and refund to Customer any advance
AGREEMENT. FL DOES NOT WARRANT THAT THE license fees paid by Customer to FL under such Service
LICENSED SERVICES WILL BE UNINTERRUPTED OR Agreements for any time period that occurs after such
ERROR-FREE. TO THE EXTENT EITHER PARTY MAY termination.
NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM
ANY WARRANTY, THE SCOPE AND DURATION OF SUCH e. Exclusive Remedy. This Section 8 states FL's entire
WARRANTY SHALL BE THE MINEVIUM PERMITTED liability, and Customer's sole and exclusive remedy, with respect
UNDER SUCH LAW. to claims or actions relating to infringement or misappropriation
of Intellectual Property Rights. Without limiting the foregoing,
8. Indemnification Customer hereby waives any and all rights to equitable
indemnification as well as any and all rights under and benefits of
a. Covered Actions. Subject to the terms and conditions Section 2778 of the California Civil Code, or any similar or
of this Master Agreement, including without limitation Sections successor laws now or hereinafter in effect.
8.b and 8.c below, FL will (i) defend at its own expense any action
against Customer brought by a third party to the extent that such 9. LIMITATIONS ON LIABILITY. EXCEPT FOR
action is based upon a claim that the Licensed Materials and DAMAGES ARISING FROM A BREACH BY EITHER PARTY
Licensed Services infringe any copyrights or misappropriate any OF ITS OBLIGATIONS UNDER SECTION 6 OF THIS
trade secrets recognized as such under the Uniform Trade Secret MASTER AGREEMENT, OR A BREACH BY CUSTOMER OF
law and (ii) pay those costs and damages finally awarded against THE RESTRICTIONS WITH RESPECT TO THE LICENSED
Customer in any such action to the extent they are specifically MATERIALS AND LICENSED SERVICES SET FORTH IN
attributable to such claim or those costs and damages agreed to in ANY SERVICE AGREEMENT OR SECTION 3 OF THIS
a monetary settlement of such action to the extent they are MASTER AGREEMENT, IN NO EVENT SHALL EITHER
specifically attributable to such claim. PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
b. Conditions. FL's obligations under Section 8.a are DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS,
conditioned on Customer notifying FL promptly in writing of OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH
such action, Customer giving FL sole control of the defense THIS MASTER AGREEMENT OR ANY SERVICE
thereof and any related settlement negotiations, and Customer AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM
cooperating and, at FL's request and expense, assisting in such ANY CLAIM BASED UPON CONTRACT, WARRANTY,
defense. TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY,
STATUTE OR OTHERWISE, EVEN IF THE OTHER PARTY
c. Exceptions. FL will have no obligation under Section KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY
8.a with respect to, and Customer will defend and indemnify FL OF SUCH LOSS OR DAMAGE. EXCEPT FOR ANY ACTION
against, any action to the extent based upon (i) any unauthorized OR PROCEEDING BASED ON CUSTOMER'S FAILURE TO
use, reproduction, or distribution of the Licensed Software or PAY ANY FEES OR EXPENSES OWED BY CUSTOMER
Licensed Services, (ii) any combination of the Licensed Software UNDER SECTION 5 OF THIS MASTER AGREEMENT, IN NO
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EVENT SHALL THE AGGREGATE LIABILITY OF EITHER obligation or liability whatsoever, whether express or implied, on
PARTY TO THE OTHER IN ANY ACTION OR behalf of the other. This Master Agreement or any Service
PROCEEDING ARISING OUT OF OR IN CONNECTION Agreement does not establish any relationship of joint venture,
WITH THIS MASTER AGREEMENT OR ANY SERVICE agency or partnership, and the performance of any obligations
AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY under this Master Agreement or any Service Agreement will not
PAID BY CUSTOMER UNDER ALL SERVICE create such relationships.
AGREEMENTS.
d. Notice. All notices, claims, demands, and other
10. Miscellaneous communications which are required or permitted to be given
pursuant to this Agreement (each of which is referred to as a
a. Assignment. Customer may not assign, transfer, or "notice" in this Section) shall be in writing and shall be given only
delegate any of its rights or obligations under this Master by: (a) delivery in person; (b) facsimile; (c) registered or certified
Agreement or any Service Agreement without FL's prior written mail (postage prepaid, return receipt requested); (d) electronic
consent. Any attempted assignment or transfer in violation of the mail (email) or (e) a nationally recognized overnight delivery
foregoing will be void. Subject to the foregoing, this Master service, postage prepaid, with next-business-day delivery
Agreement or any Service Agreement and each and all of the guaranteed. Notice by delivery in person, by registered or
provisions thereof shall bind and benefit the Parties and their certified mail, or by overnight delivery service shall be effective
respective heirs, executors, administrators, legal representatives, upon delivery to the appropriate street address or post office box
successors, and assigns. listed in the signature page of this Master Agreement. Notice by
facsimile shall be effective upon the sending facsimile device
b. Law and Venue. The laws of the State of Arizona receiving confirmation that the facsimile has been received at the
California (without giving effect to such state's conflict of laws appropriate facsimile telephone number listed on the signature
principles) govern all matters arising out of or relating to this page of this Master Agreement. Notice shall be given to the
Master Agreement or any Service Agreement, including, without respective Parties using the contact information listed on the
limitation, their validity, interpretation, construction, signature page of this Agreement; provided, however, that a Party
performance, and enforcement. Either Party bringing a legal may change or supplement such contact information, or designate
action or proceeding against the other arising out of or relating to additional contact information, for purposes of this Section by
this Master Agreement or any Service Agreement may bring such giving the other Party written notice of the new contact
action or proceeding only in the United States District Court for information in the manner set forth in this Section.
the District of Arizona or in any court of the State of Arizona
sitting in Maricopa County. The aforementioned choice of venue e. Complete Agreement. Each Service Agreement,
is intended by the Parties to be mandatory and not permissive in together with the terms and conditions of this Master Agreement,
nature, thereby precluding the possibility of litigation between the constitutes the entire agreement between the Parties with regard
Parties arising out of or relating to this Master Agreement or any to the subject matter of such Service Agreement and shall
Service Agreement in any jurisdiction other than that specified in supersede all previous oral and written agreements between the
this Section. Each Party waives, to the fullest extent permitted by parties with regard to such subject matter hereof.
law, any objection which such Party may now or later have to the
laying of venue of any legal action or proceeding as described in f. Waivers. No failure or delay in exercising any right or
this Section, and any claim that any action or proceeding brought remedy or requiring the satisfaction of any condition under this
in any such court has been brought in an inconvenient forum. Master Agreement or any Service Agreement, and no course of
Each Party stipulates that the State and Federal courts located in dealing between the Parties, shall operate as a waiver or estoppel
the county of Maricopa, State of Arizona, shall have exclusive in of any right, remedy, or condition. No single or partial exercise
personam jurisdiction and venue over each of them for the of any right or remedy under this Master Agreement or any
purpose of litigating any dispute, controversy, or proceeding Service Agreement shall preclude the simultaneous or subsequent
arising out of or relating to this Master Agreement or any Service exercise of any other right or remedy. No waiver of any provision
Agreement. Any final judgment rendered against either Party in or consent to any action shall constitute a waiver of any other
any such action or proceeding shall be conclusive as to the subject provision or consent to any other action, whether or not similar.
of such final judgment and may be enforced in other jurisdictions No waiver or consent shall constitute a continuing waiver or
in any manner provided by law. consent or commit a party to provide a waiver in the future except
to the extent specifically set forth therein in writing.
c. Relationship of Parties. FL and Customer are
independent entities engaged in independent businesses, and g. Injunctive Relief. Customer acknowledges that it will
neither Party nor any agent or employee of either Party is an agent be impossible to measure in money the damage to FL caused by
or employee of the other. Nothing in this Master Agreement or any failure to comply with the covenants set forth in Section 3 or
any Service Agreement reserves to either Party the right to control the limitations on the use of any Licensed Software or Licensed
the other in the conduct of such Party's employment or business, Services set forth in any Service Agreement, that each such
nor shall either Party have the authority to make any promise, covenant and limitation is material, and that in the event of any
warranty, guarantee, or representation that will create any such failure, FL will not have an adequate remedy at law or in
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damages. Therefore, Customer agrees that in the event of any k. Interpretation. The terms of this Master Agreement or
actual or threatened breach of such covenants or limitations by any Service Agreement have been negotiated by the Parties hereto
Customer during or after the term of this Master Agreement, FL and the language used in this Master Agreement or any Service
shall be entitled, in addition to such other rights and remedies that Agreement shall be deemed to be the language chosen by the
may be available to FL at law or in equity, to injunctive relief, Parties to express their mutual intent. This Master Agreement or
without being required to give any notice, to show actual any Service Agreement shall be construed without regard to any
damages, or to post any bond or other security, against any such presumption or rule requiring construction against the Party
actual or threatened breach.. causing such instrument or any portion thereof to be drafted, or in
favor of the Party receiving a particular benefit under this Master
h. Severability. If any term or provision of this Master Agreement or any Service Agreement. No rule of strict
Agreement or any Service Agreement is determined to be invalid, construction will be applied against any person. The terms
illegal, or unenforceable in whole or in part for any reason, such "includes" and "including" shall not be construed to imply any
illegal, unenforceable, or invalid provisions or part thereof shall limitation. Wherever the context may require, any pronouns used
be stricken from this Master Agreement or such Service in this Master Agreement or any Service Agreement shall include
Agreement, and such provision shall not affect the legality, the corresponding masculine, feminine, or neuter forms, and the
enforceability, or validity of the remainder of this Master singular form of nouns or pronouns shall include the plural and
Agreement or such Service Agreement. If any provision is vice versa. The descriptive headings and labels of the articles,
stricken in accordance with the provisions of this Section, then sections, and subsections of this Master Agreement or any Service
this stricken provision shall be replaced, to the extent possible, Agreement are for convenience and reference only and shall not
with a legal, enforceable, and valid provision that is as similar in affect construction or interpretation.
tenor to the stricken provision as is legally possible.
1. Export Control. Customer acknowledges that the
i. Cumulative Remedies. The enumeration of any Party's Licensed Materials are subject to the export controls of the United
rights and remedies set forth in this Master Agreement or any States. Customer will comply fully with all then-current
Service Agreement is not intended to be exhaustive. Except as applicable laws, rules, and regulations relating to the export and
may be otherwise expressly stated herein: (i) the exercise by any re-export of technical data, including any regulations of the
Party of any right or remedy under this Master Agreement or any United States Office of Export Administration and other
Service Agreement does not preclude the exercise of any other applicable government agencies.
rights or remedies; and (ii) all rights and remedies are cumulative
and are in addition to all other rights or remedies given under this m. U.S. Government Restricted Rights. The Licensed
Master Agreement or any Service Agreement. Materials are "commercial items" as that term is defined at 48
C.F.R. 2.101, consisting of "commercial computer software" and
j. Attorney's Fees. If either Party brings any action, suit, "commercial computer software documentation" as such terms
counterclaim, appeal, arbitration, or mediation for any relief are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212
against the other, declaratory or otherwise, to enforce the terms of and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S.
this Master Agreement or any Service Agreement or to declare Government end users acquire the Licensed Materials and
rights thereunder (collectively, an "Action"), the losing Party Licensed Services with only those rights set forth in the applicable
shall pay to the prevailing Party a reasonable sum for attorney's Service Agreement.
fees and costs incurred in bringing and prosecuting such Action
and/or enforcing any judgment, order, ruling, or award n. Counterparts. This Master Agreement and any Service
(collectively, a "Decision") granted therein, all of which shall be Agreement may be executed in two or more counterparts, each of
deemed to have accrued on the commencement of such Action which constitutes an original, and all of which, collectively,
and shall be paid whether or not such Action is prosecuted to a constitute only one agreement. The signatures of both Parties
Decision. Any Decision entered in such Action shall contain a need not appear on the same counterpart.
specific provision providing for the recovery of attorney's fees
and costs incurred in enforcing such Decision. The court or o. E-verify Requirements: To the extent applicable under
arbitrator may fix the amount of reasonable attorney's fees and Arizona Revised Statutes ("A.R.S.") § 41- 4401, FL and its
costs on the request of either Party. For the purposes of this subcontractors warrant compliance, and are contractually
Section, attorney's fees shall include, without limitation, fees obligated to comply, with all federal immigration laws and
incurred in the following: (i) post-judgment motions and regulations that relate to their employees and their compliance
collection actions; (ii) contempt proceedings; (iii) garnishment, with the E-verify requirements under A.R.S. § 23-214(A)
levy, and debtor and third party examinations; (iv) discovery; and ("Immigration Warranty"). FL's or its subcontractor's failure to
(v) bankruptcy litigation. "Prevailing party" within the meaning comply with Immigration Warranty shall be deemed a material
of this Section includes, without limitation, a Party who agrees to breach of this Agreement and may subject FL to penalties up to
dismiss an Action on the other Party's payment of sums allegedly and including termination of this Agreement at the sole discretion
due or performance of the covenants allegedly breached, or who of the County.
obtains substantially the relief sought by such Party. The County retains the legal right to inspect the papers of all FL
personnel who provide services under this Agreement to ensure
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that FL or its subcontractors are complying with the Immigration (6) County reserves the right to request and to receive,
Warranty. FL agrees to assist the County in regard to any such within 10 working days, certified copies of any or all of the
inspections. The County may, at its sole discretion, conduct herein required insurance certificates. County shall not be
random verification of the employment records of FL and any obligated to review policies and/or endorsements or to advise FL
subcontractor to ensure compliance with the Immigration of any deficiencies in such policies and endorsements, and such
Warranty. FL agrees to assist the County in regard to any receipt shall not relieve FL from, or be deemed a waiver of
random verification performed. County's right to insist on strict fulfillment of FL's obligations
under this Contract.
Neither FL nor any subcontractor will be deemed to have (7) The insurance policies required by this Contract
materially breached FL's Immigration Warranty if FL or its shall name County, its agents, representatives, officers, directors,
subcontractor establishes that it has complied with the officials and employees as Additional Insureds.
employment verification provisions prescribed by Sections 274A
and 274B of the Federal Immigration and Nationality Act and (8) The policies required hereunder shall contain a
the E-Verify requirements prescribed by A.R.S. § 23-214 (A). waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials
p. Boycott of Israel. Pursuant to A.R.S. § 35-393.01, FL and employees for any claims arising out of FL's work or
certifies that FL is not engaged in a boycott of Israel as of the service.
effective date of this Agreement, and agrees for the duration of (9) Commercial General Liability: Commercial
this Agreement to not engage in a boycott of Israel. General Liability insurance and, if necessary, Commercial
q. Insurance. Umbrella insurance with a limit of not less than $1,000,000 for
each occurrence, $2,000,000 Products/Completed Operations
(1) FL, at FL's own expense, shall purchase and Aggregate, and $2,000,000 General Aggregate Limit The policy
maintain the herein stipulated minimum insurance from a shall include coverage for bodily injury, broad form property
company or companies duly licensed by the State of Arizona and damage, personal injury, products and completed operations and
possessing a current A.M. Best, Inc. rating of B++. In lieu of blanket contractual coverage, and shall not contain any provision
State of Arizona licensing, the stipulated insurance may be which would serve to limit third party action over claims. There
purchased from a company or companies, which are authorized shall be no endorsement or modification of the CGL limiting the
to do business in the State of Arizona, provided that said scope of coverage for liability arising from explosion, collapse,
insurance companies meet the approval of County. The form of or underground property damage.
any insurance policies and forms must be acceptable to County.
(10)Certificates of Insurance: Prior to commencing
(2) All insurance required herein shall be maintained work or services under this Contract, FL shall have insurance in
in full force and effect until all work or service required to be effect as required by the Contract in the form provided by the
performed under the terms of the Contract is satisfactorily County, issued by FL's insurer(s), as evidence that policies
completed and formally accepted. Failure to do so may, at the providing the required coverage, conditions and limits required by
sole discretion of County, constitute a material breach of this this Contract are in full force and effect. Such certificates shall
Contract. be made available to the County upon ten (10) business days. BY
(3) FL's insurance shall be primary insurance as SIGNING THE AGREEMENT PAGE FL AGREES TO
respects County, and any insurance or self-insurance maintained THIS REQUIREMENT AND FAILURE TO MEET THIS
by County shall not contribute to it. REQUIREMENT WILL RESULT IN CANCELLATION OF
CONTRACT.
(4) Any failure to comply with the claim reporting
provisions of the insurance policies or any breach of an In the event any insurance policy(ies) required by this contract is
insurance policy warranty shall not affect the County's right to (are) written on a "claims made" basis, coverage shall extend for
coverage afforded under the insurance policies. two years past completion and acceptance of FL' s work or
services and as evidenced by annual Certificates of Insurance.
(5) The insurance policies may provide coverage that
contains deductibles or self-insured retentions. Such deductible If a policy does expire during the life of the Contract, a renewal
and/or self-insured retentions shall not be applicable with respect certificate must be sent to County fifteen (15) days prior to the
to the coverage provided to County under such policies. FL expiration date.
shall be solely responsible for the deductible and/or self-insured (11)Cancellation and Expiration Notice: Insurance
retention and County, at its option, may require FL to secure required herein shall not be permitted to expire, be canceled, or
payment of such deductibles or self-insured retentions by a materially changed without thirty (30) days prior written notice
surety bond or an irrevocable and unconditional letter of credit. to the County.
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IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Master Agreement as of the dates set
forth below, to be effective as of the Effective Date.
Forensic Logic Maricopa County
By: By:
Name: Robert L Batty Name:
Title: Executive Chairman Title:
Dated: April 2 2018 Dated:
Address for Notice: Address for Notice:
712 Bancroft Road #423 Office of Procurement Services
Walnut Creek, CA 94598 320 West Lincoln Street
Attn: Robert Batty, CEO: Phoenix, AZ 85003-2494
Phone: 415-810-2114 Attn: Contract Administration
Facsimile: 302-340-2114 Phone:
Email: rlbatty@forensiclogic.com Email: MolinaJ003@mail.maricopa.gov
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Master Services Agreement
rensic Appendix 1
Logic
Additional Definitions
The following definitions will be applicable to the Master Agreement and any Service Agreement.
"Intellectual Property Rights" means any and all now known or hereafter existing (i) rights associated with works of authorship
throughout the universe, including exclusive exploitation rights, copyrights, moral rights, and mask works; (ii) trademark and trade
name rights; (iii) trade secret rights; (iv) patents, designs, algorithms, and other industrial property rights; (v) other intellectual property
and proprietary rights of every kind and nature throughout the universe, whether arising by operation of law, by contract or license, or
otherwise; (vi) registrations, applications, renewals, extensions, combinations, divisions, or reissues of the foregoing; and (vii) rights to
sue for and collect damages for any infringement or violation of any of the foregoing.
"Licensed Documentation" means the published user manuals that FL makes generally available for the Licensed Software or Licensed
Services.
"Licensed Software or Licensed Services" means the machine-readable object code version of (i) the software specified in each Service
Agreement (whether embedded on disc, tape, internet download site or other media), and (ii) all Updates, revisions, enhancements,
improvements and modifications to and programming fixes for such software that Customer is entitled to receive pursuant to any Service
Agreement.
"Licensed Materials" means, collectively, the Licensed Documentation and Licensed Software or Services.
"Update" means any revision, enhancement, improvement or modification to or programming fix for the Licensed Software or Services
or Licensed Documentation that FL makes available to Customer, whether in connection with the performance of maintenance services
or otherwise.
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