CITY OF PHOENIX SOFTWARE SHARING AGREEMENT.PDF

INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND
MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT
AGREEMENT NO ________.
This Intergovernmental Agreement (the "Agreement") is entered into this day of
______________ 2018 pursuant to Arizona Revised Statutes ("A.R.S.") Section 11-952 between
the City of Phoenix, through its Housing Department (hereinafter referred to as the "City") and
Maricopa County administered by its Human Services Department (hereinafter referred to as the
"Organization").
RECITALS
The City is empowered to enter into this Agreement pursuant to Chapter 2, Section 2 of the
Phoenix City Charter and is authorized to enter into this Agreement by appropriate action of its
City Council.
The City and the Organization are empowered to enter into this Agreement pursuant to A.R.S. §
11-952.
The Organization desires to obtain, and the City agrees to provide the product that is commonly
known as "Affordable Development Compliance Database" for the benefit of the Organization’s
Housing and Community Development Division. The City agrees with no fee, to allow the
Organization to use the City’s source code in order to access the database software.
AGREEMENT
THEREFORE, IT IS AGREED as follows.
I. PURPOSE OF AGREEMENT
The purpose of this Agreement is to assist the Organization’s effort to obtain the City’s
software for an online database of the U.S. Department of Housing and Urban Development
(HUD) HOME Investment Partnerships Program.
II. SCOPE OF WORK
Beginning at the execution of this agreement, the City agrees to:
a. Provide the Affordable Development Compliance Database software with the latest stable
branch of source code that will include the following:
i. C#/VB .NET code
ii. Database scripts
iii. Seeding scripts
Intergovernmental Agreement – City of Phoenix/Maricopa County
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INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND
MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT
iv. SQL Reporting Services (SSRS) reports, and;
v. Project artifacts (e.g. analysis/design documents) available for the application.
b. Provide Information Technology (IT) support at no charge by phone and email to assist the
Organization with the initial deployment of the program for thirty (30) days following the
signing of this Agreement. Support can be requested by calling the enterprise applications
lead at (602)-534-5376 or emailing jesse.haro@phoenix.gov. After the initial thirty (30)
day period, the Organization will be charged for support at an hourly rate in not less than
15-minute increments. The hourly rate for technical questions will be $114.44 and the
hourly rate for administration questions will be $83.67. These charges will be billed on a
monthly basis by the City’s IT Department.
Upon receipt of the Database, the Organization agrees to:
a. Share critical defects and related fixes with the City’s IT Department until the term of the
agreement expires. Critical defects are classified as any code that could potentially cause
the system to crash, result in data loss, or exploit a known security vulnerability.
b. Remove the City logo and colors from the software and make the necessary changes to add
the Organization’s logo and colors prior to implementing the software as an online
database.
c. Operate and maintain the system independently, including any updates or required fixes.
d. Assume all responsibility, liability, costs, and expenses whatsoever associated with its
understanding, implementation, use or attempted use of such source code, and with its use
of any other necessary software licenses and technical support needed to configure and
implement such source code for Maricopa County.
e. Pay the City a fee for any technical or administrative assistance provided after the initial
thirty (30-day) deployment of the program. The Organization will be charged an hourly
rate in not less than 15-minute increments. The hourly rate for technical questions will be
$114.44 and the hourly rate for administration questions will be $83.67. These charges
will be billed on a monthly basis by the City’s IT Department.
III. TERM OF AGREEMENT
This Agreement shall commence on __________, 2018 and continue through ________, 2018.
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INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND
MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT
IV. INDEMNIFICATION
To the extent permitted by law, each party shall indemnify, defend, save and hold harmless the
other party and its officers, officials, agents, and employees from and against any and all
claims, actions liabilities, damages, losses, or expenses (including court costs, attorneys’ fees,
and costs of claim processing, investigation and litigation) (hereinafter referred to as “Claims”)
for bodily injury or personal injury (including death), or loss or damage to tangible or
intangible property caused, or alleged to be caused, in whole or in part, by the negligent or
willful acts or omissions of each party or any of its respective owners, officers, directors,
agents, employees or subcontractors.
V. INTELLECTUAL PROPERTY INDEMNIFICATION
In addition to the indemnification provided for elsewhere in this Agreement, the Organization
agrees to defend, at its own expense, and to indemnify and hold harmless City and its officers,
agents, and employees from and against all judgments, claims, damages, suits, liabilities,
settlements, costs and demands, including reasonable attorneys’ fees, suffered or incurred as a
result of any claim that the Deliverables infringe the patents, copyrights, or other intellectual
property rights of third parties, provided that the Organization is notified in writing of such
claim. The City will reasonably cooperate with the Organization, at the Organization’s
expense, to facilitate the settlement or defense of such claim.
VI. LIMITATION OF LIABILITY
The City will not be liable to the Organization or any other party for any loss of use,
interruption of business or any indirect, special, incidental, punitive or consequential damages
of any kind (including lost profits), regardless of the form of action whether in contract, tort
(including negligence), strict product liability or otherwise. The foregoing limitation of liability
is independent of any exclusive remedies for breach of warranty set forth in this agreement.
VII. LEGAL WORKER REQUIREMENTS
The City is prohibited by A.R.S. § 41-4401 from awarding a contract to any organization who
fails, or whose subconsultants fail to comply with A.R.S. § 23-214(A). Therefore, the
Organization agrees that:
Each subconsultant the Organization uses warrants their compliance with all federal
immigration laws and regulations that relate to their employees and their compliance with
A.R.S. § 23-214(A).
VIII. A breach of a warranty under this section shall be deemed a material breach of the contract
that is subject to penalties including termination of this Agreement. The City retains the legal
right to inspect the papers of any employee who works on this Agreement to ensure that the
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INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND
MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT
Organization or subconsultant is complying with the warranty under this section.
IX. CONFIDENTIALITY AND DATA SECURITY
Personal identifying information, financial account information, protected health information,
or restricted City information, whether electronic format or hard copy, must be secured and
protected at all times to avoid unauthorized access. At a minimum, the Organization must
encrypt and/or password-protect electronic files. This includes data saved to laptop computers,
computerized devices, handheld devices, networking devices, removable storage devices, or
other electronic media, as well as data in transit, such as during email or file transfer.
When personal identifying information, financial account information, protected health
information, or restricted City information, regardless of its format, is no longer necessary, the
information must be redacted or destroyed through appropriate and secure methods that ensure
the information cannot be viewed, accessed, or reconstructed. The Organization must properly
dispose of such information by taking reasonable measures to protect against unauthorized
access to or use of the information in connection with its disposal. This includes implementing
and monitoring compliance with policies and procedures that require the redaction, destruction,
erasure, or other disposal of paper documents and electronic media containing personal
identifying information, financial account information, protected health information, or
restricted City information so that these types of information cannot practicably be read or
reconstructed.
The Organization agrees to abide by all current applicable legal and industry data security and
privacy requirements. These include, but are not limited to, Arizona Revised Statutes §44-7501
— Notification of breach of security system; Arizona Revised Statutes §44-7601 — Discarding
and disposing of records containing personal identifying information; Health Insurance
Portability and Accountability Act of 1996 (HIPAA) Privacy and Security Rules; Health
Information Technology for Economic and Clinical Health (HITECH) Act, and Payment Card
Industry Data Security Standards.
The Organization agrees to comply with all City information security and technology policies,
standards, and procedures when accessing City networks and computerized systems whether
onsite or remotely.
The Organization agrees that the requirements of this Section shall be incorporated into all
subconsultant agreements entered into by the Organization. It is further agreed that a violation
of this Section shall be deemed to cause irreparable harm that justifies injunctive relief in court.
A violation of this Section may at the City’s discretion result in immediate termination of this
Agreement without notice.
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INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND
MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT
The obligations of the Organization under this Section shall survive the termination of this
Agreement.
X. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENT
In order to do business with the City, the Organization must comply with City of Phoenix
Code, 1969, Chapter 18, Article V, as amended, Equal Opportunity Requirements. The
Organization will direct any questions in regards to these requirements to the Equal
Opportunity Department, (602) 262-6790.
XI. ASSIGNMENT AND DELEGATION
Neither party may assign any rights hereunder without the express, written, prior consent of
both parties.
XII. CONFLICT OF INTEREST
The parties acknowledge that this Agreement is subject to cancellation provisions pursuant to
A.R.S. § 38-511, the provisions of which are incorporated herein and made a part hereof.
XIII. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties hereto. There are no
representations or provisions other than those contained herein, any amendment or
modification shall be consistent with this Agreement.
XIV. INVALIDITY OF PART OF THIS AGREEMENT
The parties agree that should any part of this Agreement be held to be invalid or void, the
remainder of the Agreement shall remain in full force and effect and shall be binding upon the
parties.
XV. GOVERNING LAW
This Agreement shall be construed under the laws of the State of Arizona and shall incorporate
by reference all laws governing the interagency agreements and mandatory contract provisions
of state agencies required by statute or executive order.
XVI. NOTICES
Any and all notices, requests or demands given or made upon the parties hereto, pursuant to or
in connection with this Agreement, unless otherwise noted, shall be delivered in person or sent
by United States Mail, postage prepaid, to the parties at their respective addresses as listed
below:
If to Maricopa County:
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INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND
MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT
Maricopa County
Human Services Department, Housing and Community Development Division
234 N Central Avenue, 3rd Floor
City, AZ 85004
Attn: Rachel Milne, Assistant Director
If to City:
City of Phoenix
Housing Department, Asset Management Division
251 W. Washington St., 4th Floor
City, AZ 85003
Attn: Keon Montgomery, Housing Deputy Director
XVII. COMPLIANCE WITH NON-DISCRIMINATION LAWS
The parties agree to comply with all applicable state and federal laws, rules, regulations and
executive orders governing equal employment opportunity, nondiscrimination and
affirmative action.
[signature page follows]
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INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF PHOENIX AND
MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT
IN WITNESS WHEREOF, the parties have executed this Intergovernmental Agreement on the
day and year as first written above.
CITY OF CITY, MARICOPA COUNTY,
a municipal corporation a municipal corporation
ED ZUERCHER, City Manager Chairman, Board of Supervisors
By: ______________________________ By: _____________________________
Cindy Stotler, Housing Director Steve Chucri
Date: _____________________________ Date: _____________________________
ATTEST: ATTEST:
________________________________ ________________________________
City Clerk Maricopa County Clerk
IN ACCORDANCE WITH THE REQUIREMENTS OF § 11-952(D), ARIZONA REVISED
STATUTES, EACH OF THE UNDERSIGNED ATTORNEYS ACKNOWLEDGE: (1) THAT
THEY HAVE REVIEWED THE ABOVE AGREEMENT ON BEHALF OF THEIR
RESPECTIVE CLIENTS; AND, (2) THAT, AS TO THEIR RESPECTIVE CLIENTS ONLY,
EACH ATTORNEY HAS DETERMINED THAT THIS AGREEMENT IS IN PROPER FORM
AND IS WITHIN THE POWERS AND AUTHORITY GRANTED UNDER THE LAWS OF
THE STATE OF ARIZONA.
APPROVED AS TO FORM: APPROVED AS TO FORM:
________________________________ ________________________________
City Attorney Maricopa County Attorney
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