200195-CONTRACT.DOCX

SERIAL 200195-CI
ASSET AND WORK ORDER MANAGEMENT SW SUPPORT AND 
SERVICE
DATE OF LAST REVISION: May 07, 2020
CONTRACT END DATE: April 30, 2025
CONTRACT PERIOD THROUGH APRIL 30, 2025
TO:
All Departments
FROM:
Office of Procurement Services
SUBJECT:
Contract for ASSET AND WORK ORDER MANAGEMENT SW SUPPORT AND 
SERVICE 
Attached to this letter is published an effective purchasing contract for products and/or services to be 
supplied to Maricopa County activities as awarded by Maricopa County on April 22, 2020.
All purchases of products and/or services listed on the attached pages of this letter are to be obtained 
from the vendor holding the contract.  Individuals are responsible to the vendor for purchases made 
outside of contracts.  The contract period is indicated above.
BW/mm
Attach
Copy to:
Office of Procurement Services
Julie Hamman, OET
Susan Christensen, OET
(Please remove Serial 10108-SS from your contract notebooks)

CONTRACT ASSET AND WORK ORDER 
MANAGEMENT SW SUPPORT AND SERVICES 
200195-CI
This contract is entered this 22nd day of April 2020 by and between Maricopa County (“County”), a political 
subdivision of the State of Arizona, and MCM Technology, LLC, a Delaware corporation (“Contractor”) for 
the purchase of Asset and Work Order Management Software, Support and Services.
1.0
CONTRACT TERM
This contract is for a term of five years, beginning on the 22nd day of April, 2020 and ending the 
30th day of April, 2025.
2.0
OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor, renew the term of this 
contract up to a maximum of five additional year(s), (or at the County’s sole discretion, extend the 
contract on a month-to-month basis for a maximum of six months after expiration). The Contractor 
shall be notified in writing by the Office of Procurement Services of the County’s intention to renew 
the contract term at least 60 calendar days prior to the expiration of the original contract term.
3.0
CONTRACT COMPLETION
In preparation for contract completion, the Contractor shall make all reasonable efforts for an 
orderly transition of its duties and responsibilities to another provider and/or to the County. This 
may include, but is not limited to, preparation of a transition plan and cooperation with the County 
or other providers in the transition. The transition includes the transfer of all records and other data 
in the possession, custody, or control of the Contractor that are required to be provided to the 
County either by the terms of this agreement or as a matter of law. The provisions of this clause 
shall survive the expiration or termination of this agreement.
4.0
PRICE ADJUSTMENTS
Any requests for reasonable price adjustments must be submitted 60 calendar days prior to 
contract expiration. Requests for adjustment in cost of labor and/or materials must be supported 
by appropriate documentation. The reasonableness of the request will be determined by comparing 
the request with the Consumer Price Index or by performing a market survey. If County agrees to 
the adjusted price terms, County shall issue written approval of the change and provide an updated 
version of the contract. The new change shall not be in effect until the date stipulated on the 
updated version of the contract.
5.0
PAYMENTS
5.1
As consideration for performance of the duties described herein, County shall pay 
Contractor the sum(s) stated in Exhibit A. – Vendor Information and Pricing.

SERIAL 200195-CI
5.2
Payment shall be made upon the County’s receipt of a properly completed invoice.
5.3
INVOICES
5.3.1
The Contractor shall submit one legible copy of their detailed invoice before 
payment(s) will be made. Incomplete invoices will not be processed. At a 
minimum, the invoice must provide the following information:
•
Company name, address, and contact information
•
County bill-to name and contact information
•
Contract serial number
•
County purchase order number
•
Invoice number and date
•
Payment terms
•
Date of service or delivery
•
Quantity 
•
Contract item number(s)
•
Description of purchase (product or services)
•
Pricing per unit of purchase
•
Extended price
•
Freight (if applicable)
•
Mileage with rate, if applicable
•
Total amount due
 
5.3.2
Labor, services, and maintenance must be billed as a separate line item.
5.3.3
Problems regarding billing or invoicing shall be directed to the department as listed 
on the purchase order.
 
5.3.4
Payment shall only be made to the Contractor by Accounts Payable through the 
Maricopa County Vendor Express Payment Program. This is an Electronic Funds 
Transfer (EFT) process. After contract award, the Contractor shall complete the 
Vendor Registration Form located on the County Department of Finance Vendor 
Registration Web Site https://www.maricopa.gov/5169/Vendor-Information.
 
5.3.5
Discounts offered in the contract shall be calculated based on the date a properly 
completed invoice is received by the County. 
 
5.3.6
EFT payments to the routing and account numbers designated by the Contractor 
shall include the details on the specific invoices that the payment covers. The 
Contractor is required to discuss remittance delivery capabilities with their 
designated financial institution for access to those details.
5.4
APPLICABLE TAXES
5.4.1
It is the responsibility of the Contractor to determine any and all applicable taxes 
and include those taxes in their proposal. The legal liability to remit the tax is on 
the entity conducting business in Arizona. Tax is not a determining factor in 
contract award.
5.4.2
The County will look at the price or offer submitted and will not deduct, add, or alter 
pricing based on speculation or application of any taxes, nor will the County 
provide Contractor any advice or guidance regarding taxes. If you have questions 
regarding your tax liability, seek advice from a tax professional prior to submitting 
your bid. You may also find information at https://www.azdor.gov/Business.aspx. 
Once your bid is submitted, the offer is valid for the time specified in this solicitation, 
regardless of mistake or omission of tax liability. If the County finds overpayment 
of a project due to tax consideration that was not due, the Contractor will be liable 
to the County for that amount, and by contracting with the County agrees to remit

SERIAL 200195-CI
any overpayments back to the County for miscalculations on taxes included in a 
bid price.
5.4.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, 
and local taxes applicable to their operation and any persons employed by the 
Contractor. Contractor shall, and require all subcontractors to, hold Maricopa 
County harmless from any responsibility for taxes, damages, and interest, if 
applicable, contributions required under Federal and/or State and local laws and 
regulations, and any other costs including: transaction privilege taxes, 
unemployment compensation insurance, Social Security, and Workers’ 
Compensation. Contractor may be required to establish, to the satisfaction of 
County, that any and all fees and taxes due to the City or the State of Arizona for 
any license or transaction privilege taxes, use taxes, or similar excise taxes are 
currently paid (except for matters under legal protest).
6.0
AVAILABILITY OF FUNDS
6.1
The provisions of this contract relating to payment for services shall become effective when 
funds assigned for the purpose of compensating the Contractor as herein provided are 
actually available to County for disbursement. The County shall be the sole judge and 
authority in determining the availability of funds under this contract. County shall keep the 
Contractor fully informed as to the availability of funds.
6.2
If any action is taken by, any State agency, Federal department, or any other agency or 
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in 
connection with, this contract, County may amend, suspend, decrease, or terminate its 
obligations under, or in connection with, this contract. In the event of termination, County 
shall be liable for payment only for services rendered prior to the effective date of the 
termination, provided that such services are performed in accordance with the provisions 
of this contract. County shall give written notice of the effective date of any suspension, 
amendment, or termination under this section, at least 10 days in advance.
7.0
STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE)
The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of 
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. 
Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful 
respondent under this solicitation, a member of SAVE may access a contract resulting from a 
solicitation issued by the County. If you do not want to grant such access to a member of SAVE, 
state so in your bid. In the absence of a statement to the contrary, the County will assume that you 
do wish to grant access to any contract that may result from this bid. The County assumes no 
responsibility for any purchases by using entities.
8.0
INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs)
County currently holds ICPAs with numerous governmental entities. These agreements allow those 
entities, with the approval of the Contractor, to purchase their requirements under the terms and 
conditions of the County contract. It is the responsibility of the non-County government entity to 
perform its own due diligence on the acceptability of the contract under its applicable procurement 
rules, processes, and procedures. Certain governmental agencies may not require an ICPA and 
may utilize this contract if it meets their individual requirements. Other governmental agencies may 
enter into a separate Statement of Work with the Contractor to meet their own requirements. The 
County is not a party to any uses of this contract by other governmental entities.
9.0
DUTIES
9.1
The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise 
directed in writing by the procurement officer.

SERIAL 200195-CI
9.2
During the contract term, County may provide Contractor’s personnel with adequate 
workspace for consultants and such other related facilities as may be required by 
Contractor to carry out its contractual obligations.
10.0
TERMS AND CONDITIONS
10.1
INDEMNIFICATION
10.1.1
To the fullest extent permitted by law, and to the extent that claims, damages, 
losses, or expenses are not covered and paid by insurance purchased by the 
Contractor, the Contractor shall defend, indemnify, and hold harmless the County 
(as “Owner”), its agents, representatives, officers, directors, officials, and 
employees from and against all claims, damages, losses, and expenses (including, 
but not limited to attorneys' fees, court costs, expert witness fees, and the costs 
and attorneys' fees for appellate proceedings) arising out of, or alleged to have 
resulted from, the negligent acts, errors, omissions, or mistakes relating to the 
performance of this contract.
10.1.2
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, 
representatives, officers, directors, officials, and employees shall arise in 
connection with any claim, damage, loss, or expense that is attributable to bodily 
injury, sickness, disease, death, or injury to, impairment of, or destruction of 
tangible property, including loss of use resulting therefrom, caused by negligent 
acts, errors, omissions, or mistakes in the performance of this contract, but only to 
the extent caused by the negligent acts or omissions of the Contractor, a 
subcontractor, anyone directly or indirectly employed by them, or anyone for 
whose acts they may be liable, regardless of whether or not such claim, damage, 
loss, or expense is caused in part by a party indemnified hereunder.
10.1.3
The amount and type of insurance coverage requirements set forth herein will in 
no way be construed as limiting the scope of the indemnity in this section.
10.1.4
The scope of this indemnification does not extend to the sole negligence of County.
10.2
INFRINGEMENT DEFENSE AND INDEMNIFICATION
10.2.1
Definitions
For purposes of this section:
10.2.1.1
“Claim” means any cause of action in a third-party action, suit, or 
proceeding against County alleging that Contractor software, or its 
upgrades, modifications, or revisions, as of its delivery date under this 
agreement, infringes a valid U.S. patent, copyright, or trademark.
10.2.1.2
“Participate and Share in the Costs” means Contractor will assist the 
County in the defense of the Claim, to the extent agreed to by the 
parties, except that Contractor shall be solely responsible for any and 
all costs adjudged in a successful Claim against the County.
10.2.1.3
“Third-Party Products” means any products made by a party other 
than Contractor, and may include, without limitation, products ordered 
by County from third parties. However, components of Contractor 
branded products are not Third-Party Products if they are both:
10.2.1.3.1
embedded in Third-Party Products (i.e., not recognizable 
as standalone items); and

SERIAL 200195-CI
10.2.1.3.2
not identified as separate items on Contractor’s price list, 
quotes, order specifications forms, or documentation.
10.2.2
Defense and Indemnity
Contractor shall defend, and Participate and Share in the Cost, in the full defense 
of the County against any Claim, and will indemnify and hold harmless the County, 
as provided for in this section, for any judgments, settlements, and court awarded 
attorney’s fees resulting from a Claim where the claimant is adjudged the 
successful party in the Claim. Contractor’s obligations under this section are 
conditioned on the following:
10.2.2.1
County promptly notifies Contractor of the Claim, in writing, upon being 
made aware of the Claim;
10.2.2.2
County gives Contractor lead authority control of the defense and (if 
applicable) settlement of the Claim, provided that County’s legal 
counsel may participate in such defense and settlement, at County’s 
expense; and
 
10.2.2.3
County provides all information and assistance reasonably requested 
by Contractor to handle the defense or settlement of the Claim.
10.2.3
Remedial Measures
If software becomes, or Contractor reasonably believes use of software may 
become, the subject of a Claim, Contractor may, at its own expense and option
10.2.3.1
procure for County the right to continue use of the product;
10.2.3.2
replace or modify the software; or
10.2.3.3
to the extent that neither 10.2.3.1 nor 10.2.3.2 are deemed 
commercially practicable, refund to County a pro-rated portion of the 
applicable fees for software based on a linear depreciation monthly 
over a 10-year useful life, in which case County will cease all use of 
software and return it to Contractor.
10.2.4
Exceptions
Contractor will have no defense or indemnity obligation for any Claim based on:
10.2.4.1
modifications by someone other than Contractor;
10.2.4.2
software has been modified by Contractor in accordance with County-
provided specifications or instructions;
10.2.4.3
use or combination by the County of software with Third-Party 
Products, open source, or freeware technology;
10.2.4.4
Third-Party Products, open source, or freeware technology;
10.2.4.5
a product that is used or located by County in a country other than the 
country in which or for which it was supplied by Contractor;
10.2.4.6
possession or use of a product after Contractor has informed County 
of modifications or changes required to avoid such Claim and offered 
to implement those modifications or changes, if such Claim would 
have been avoided by implementation of Contractor's suggestions and

SERIAL 200195-CI
to the extent County did not provide Contractor with a reasonable 
opportunity to implement Contractor's suggestions; or 
10.2.4.7
the amount of revenue or profits earned, or other value obtained by 
the use of products, or the amount of use of the products.
10.2.5
The foregoing states Contractor’s entire liability, and County’s sole and exclusive 
remedy, except as provided by law or equity, with respect to any infringement or 
misappropriation of any intellectual property rights of another party.
11.0
INSURANCE
11.1
Contractor, at Contractor’s own expense, shall purchase and maintain, at a minimum, the 
herein stipulated insurance from a company or companies duly licensed by the State of 
Arizona and possessing an AM Best, Inc. category rating of B++. In lieu of State of Arizona 
licensing, the stipulated insurance may be purchased from a company or companies, which 
are authorized to do business in the State of Arizona, provided that said insurance 
companies meet the approval of County. The form of any insurance policies and forms 
must be acceptable to County.
11.2
All insurance required herein shall be maintained in full force and effect until all work or 
service required to be performed under the terms of the contract is satisfactorily completed 
and formally accepted. Failure to do so may, at the sole discretion of County, constitute a 
material breach of this contract.
11.3
In the event that the insurance required is written on a claims-made basis, Contractor 
warrants that any retroactive date under the policy shall precede the effective date of this 
contract and either continuous coverage will be maintained, or an extended discovery 
period will be exercised for a period of two years beginning at the time work under this 
contract is completed.
11.4
Contractor’s insurance shall be primary insurance as respects County, and any insurance 
or self-insurance maintained by County shall not contribute to it.
11.5
Any failure to comply with the claim reporting provisions of the insurance policies or any 
breach of an insurance policy warranty shall not affect the County’s right to coverage 
afforded under the insurance policies.
11.6
The insurance policies may provide coverage that contains deductibles or self-insured 
retentions. Such deductible and/or self-insured retentions shall not be applicable with 
respect to the coverage provided to County under such policies. Contractor shall be solely 
responsible for the deductible and/or self-insured retention and County, at its option, may 
require Contractor to secure payment of such deductibles or self-insured retentions by a 
surety bond or an irrevocable and unconditional letter of credit.
11.7
The insurance policies required by this contract, except Workers’ Compensation and Errors 
and Omissions, shall name County, its agents, representatives, officers, directors, officials, 
and employees as additional insureds.
11.8
The policies required hereunder, except Workers’ Compensation and Errors and 
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against 
County, its agents, representatives, officers, directors, officials, and employees for any 
claims arising out of Contractor’s work or service.
11.9
If available, the insurance policies required by this contract may be combined with 
Commercial Umbrella Insurance policies to meet the minimum limit requirements. If a 
Commercial Umbrella insurance policy is utilized to meet insurance requirements, the 
Certificate of Insurance shall indicate which lines the Commercial Umbrella Insurance 
covers.

SERIAL 200195-CI
11.9.1
Commercial General Liability
Commercial General Liability (CGL) insurance and, if necessary, Commercial 
Umbrella insurance with a limit of not less than $1,000,000 for each occurrence, 
$2,000,000 Products/Completed Operations Aggregate, and $2,000,000 General 
Aggregate Limit. The policy shall include coverage for premises liability, bodily 
injury, broad form property damage, personal injury, products and completed 
operations and blanket contractual coverage, and shall not contain any provisions 
which would serve to limit third party action over claims. There shall be no 
endorsement or modifications of the CGL limiting the scope of coverage for liability 
arising from explosion, collapse, or underground property damage.
11.9.2
Automobile Liability
Commercial/Business Automobile Liability insurance with a combined single limit 
for bodily injury and property damage of not less than $1,000,000 each occurrence 
with respect to any of the Contractor’s owned, hired, and non-owned vehicles 
assigned to or used in performance of the Contractor’s work or services or use or 
maintenance of the premises under this contract. 
11.9.3
Workers’ Compensation
11.9.3.1
Workers’ Compensation insurance to cover obligations imposed by 
Federal and State statutes having jurisdiction of Contractor’s employees 
engaged in the performance of the work or services under this contract; 
and Employer’s Liability insurance of not less than $1,000,000 for each 
accident, $1,000,000 disease for each employee, and $1,000,000 
disease policy limit. 
11.9.3.2
Contractor, its subcontractors, and sub-subcontractors waive all rights 
against this contract and its agents, officers, directors, and employees 
for recovery of damages to the extent these damages are covered by 
the Workers’ Compensation and Employer’s Liability or Commercial 
Umbrella Liability insurance obtained by Contractor, its subcontractors, 
and its sub-subcontractors pursuant to this contract.
11.9.4
Cyber, Network Security, and Privacy Liability
Cyber, Network Security and Privacy Liability Insurance with a limit of not less than 
$2,000,000 per occurrence. The policy shall include, but not be limited to; coverage 
for all directors, officers, agents and employees of the Contractor, losses with 
respect to network risks (such as data breaches, unauthorized access or use, and 
ID theft of data), invasion of privacy (regardless of the type of media involved in the 
loss of private information), crisis management, identity theft response costs, 
breach notification costs, credit remediation, and credit monitoring, defense, and 
claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, 
electronic data restoration expenses (data asset protection), network business 
interruption, computer fraud coverage, funds transfer loss, third-party fidelity, theft, 
no requirement for arrest and conviction, and loss outside the premises of the 
named insured.
11.10
Certificates of Insurance:
11.10.1 Prior to contract award, Contractor shall furnish the County with valid and complete 
Certificates of Insurance, or formal endorsements as required by the contract in 
the form provided by the County, issued by Contractor’s insurer(s), as evidence 
that policies providing the required coverage, conditions and limits required by this

SERIAL 200195-CI
contract are in full force and effect. Such certificates shall identify this contract 
number and title.
11.10.2 In the event any insurance policy(ies) required by this contract is (are) written on 
a claims-made basis, coverage shall extend for two years past completion and 
acceptance of Contractor’s work or services and as evidenced by annual 
certificates of insurance.
11.10.3 If a policy does expire during the life of the Contract, a renewal certificate must be 
sent to County 15 calendar days prior to the expiration date.
11.11
Cancellation and Expiration Notice:
Applicable to all insurance policies required within the insurance requirements of this 
contract, Contractor’s insurance shall not be permitted to expire, be suspended, be 
canceled, or be materially changed for any reason without 30 days prior written notice to 
Maricopa County. Contractor must provide to Maricopa County, within two business days 
of receipt, if they receive notice of a policy that has been or will be suspended, canceled, 
materially changed for any reason, has expired, or will be expiring. Such notice shall be 
sent directly to Maricopa County Office of Procurement Services and shall be mailed, or 
hand delivered to 160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement 
officer noted in the solicitation.
12.0
FORCE MAJEURE
12.1
Neither party shall be liable for failure of performance, nor incur any liability to the other 
party on account of any loss or damage resulting from any delay or failure to perform all or 
any part of this contract, if such delay or failure is caused by events, occurrences, or causes 
beyond the reasonable control and without negligence of the parties. Such events, 
occurrences, or causes will include acts of God/nature (including fire, flood, earthquake, 
storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities 
(whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military 
or usurped power or confiscation, terrorist activities, nationalization, government sanction, 
lockout, blockage, embargo, labor dispute, strike, and interruption or failure of electricity or 
telecommunication service.
12.2
Each party, as applicable, shall give the other party notice of its inability to perform and 
particulars in reasonable detail of the cause of the inability. Each party must use best efforts 
to remedy the situation and remove, as soon as practicable, the cause of its inability to 
perform or comply.
12.3
The party asserting Force Majeure as a cause for non-performance shall have the burden 
of proving that reasonable steps were taken to minimize delay or damages caused by 
foreseeable events, that all non-excused obligations were substantially fulfilled, and that 
the other party was timely notified of the likelihood or actual occurrence which would justify 
such an assertion, so that other prudent precautions could be contemplated.
13.0
ORDERING AUTHORITY
Any request for purchase shall be accompanied by a valid purchase order issued by a County 
department or directed by a Certified Agency Procurement Aid (CAPA) with a purchase card for 
payment.
14.0
PROCUREMENT CARD ORDERING CAPABILITY
County may opt to use a procurement card (Visa or Master Card) to make payment for orders under 
this contract.

SERIAL 200195-CI
15.0
PURCHASE ORDERS
15.1
County reserves the right to cancel purchase orders within a reasonable period of time 
after issuance. Should a purchase order be canceled, the County agrees to reimburse the 
Contractor for actual and documentable costs incurred by the Contractor in response to 
the purchase order. The County will not reimburse the Contractor for any costs incurred 
after receipt of County notice of cancellation, or for lost profits, or for shipment of product 
prior to issuance of purchase order.
15.2
Contractors agree to accept verbal notification of cancellation of purchase orders from the 
County procurement officer with written notification to follow. Contractor specifically 
acknowledges to be bound by this cancellation policy.
16.0
BACKGROUND CHECK
Respondents may be required to pass multiple background checks (e.g. Sheriff’s Office, County 
Attorney's Office, Courts, as well as Maricopa County general government) to determine if the 
respondent is acceptable to do business with the County. This applies to, but is not limited to, the 
company, subcontractors, and employees, and the failure to pass these checks shall deem the 
respondent non-responsible.
17.0
SUSPENSION OF WORK
The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt all or 
any part of the work of this contract for the period of time that the procurement officer determines 
appropriate for the convenience of the County. No adjustment shall be made under this clause for 
any suspension, delay, or interruption to the extent that performance would have been so 
suspended, delayed, or interrupted by any other cause, including the fault or negligence of the 
Contractor. No request for adjustment under this clause shall be granted unless the claim, in an 
amount stated, is asserted in writing as soon as practicable after the termination of the suspension, 
delay, or interruption, but not later than the date of final payment under the contract.
18.0
STOP WORK ORDER
18.1
The procurement officer may, at any time, by written order to the Contractor, require the 
Contractor to stop all, or any part, of the work called for by this contract for a period of 90 
calendar days after the order is delivered to the Contractor, and for any further period to 
which the parties may agree. The order shall be specifically identified as a stop work order 
issued under this clause. Upon receipt of the order, the Contractor shall immediately 
comply with its terms and take all reasonable steps to minimize the incurrence of costs 
allocable to the work covered by the order during the period of work stoppage. Within a 
period of 90 calendar days after a stop work order is delivered to the Contractor, or within 
any extension of that period to which the parties shall have agreed, the procurement officer 
shall either:
18.1.1
cancel the stop work order; or 
18.1.2
terminate the work covered by the order as provided in the Termination for Default 
or the Termination for Convenience clause of this contract.
18.1.3
The procurement officer may make an equitable adjustment in the delivery 
schedule and/or contract price, and the contract shall be modified, in writing, 
accordingly, if the Contractor demonstrates that the stop work order resulted in an 
increase in costs to the Contractor
19.0
TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 60 calendar 
days advance notice to the Contractor.

SERIAL 200195-CI
20.0
TERMINATION FOR DEFAULT
20.1
The County may, by written Notice of Default to the Contractor, terminate this contract in 
whole or in part if the Contractor fails to:
20.1.1
deliver the supplies or to perform the services within the time specified in this 
contract or any extension; 
20.1.2
make progress, so as to endanger performance of this contract; or
20.1.3
perform any of the other provisions of this contract.
20.2
The County’s right to terminate this contract under these subparagraphs may be exercised 
if the Contractor does not cure such failure within 10 business days (or more if authorized 
in writing by the County) after receipt of a Notice to Cure from the procurement officer 
specifying the failure.
21.0
PERFORMANCE
It shall be the Contractor’s responsibility to meet the proposed performance requirements. 
Maricopa County reserves the right to obtain services on the open market in the event the 
Contractor fails to perform, and any price differential will be charged against the Contractor.
22.0
CONTRACTOR EMPLOYEE MANAGEMENT
22.1
Contractor shall endeavor to maintain the personnel proposed in their proposal throughout 
the performance of this contract.
22.2
If Contractor personnel’s employment status changes, Contractor shall provide County a 
list of proposed replacements with equivalent or greater experience.
22.3
Under no circumstances shall the implementation schedule to be impacted by a personnel 
change on the part of the Contractor.
22.4
Contractor shall not reassign any key personnel identified in their proposal without 
reasonable notification provided by the Contractor to the County.
22.5
County reserves the right to immediately remove from its premises any Contractor 
personnel it determines to be a risk to County operations.
22.6
County reserves the right to request the replacement of any Contractor personnel at any 
time, for any reason.
23.0
WARRANTY OF SERVICES
23.1
The Contractor warrants that all services provided hereunder will conform to the 
requirements of the contract, including all descriptions, specifications and attachments 
made a part of this contract. County’s acceptance of services or goods provided by the 
Contractor shall not relieve the Contractor from its obligations under this warranty.
23.2
In addition to its other remedies, County may, at the Contractor's expense, require prompt 
correction of any services failing to meet the Contractor's warranty herein. Services 
corrected by the Contractor shall be subject to all the provisions of this contract in the 
manner and to the same extent as services originally furnished hereunder.

SERIAL 200195-CI
24.0
USAGE REPORT
The Contractor shall furnish the County a usage report, upon request, delineating the acquisition 
activity governed by the contract. The format of the report shall be approved by the County and 
shall disclose the quantity and dollar value of each contract item by individual unit of measure.
25.0
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract without 
penalty or further obligation within three years after execution of the contract, if any person 
significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf 
of the County is at any time, while the contract or any extension of the contract is in effect, an 
employee or agent of any other party to the contract in any capacity or consultant to any other party 
of the contract with respect to the subject matter of the contract. Additionally, pursuant to A.R.S. § 
38-511, the County may recoup any fee or commission paid or due to any person significantly 
involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the County 
from any other party to the contract arising as the result of the contract.
26.0
OFFSET FOR DAMAGES
In addition to all other remedies at Law or Equity, the County may offset from any money due to 
the Contractor any amounts Contractor owes to the County for damages resulting from breach or 
deficiencies in performance of the contract.
27.0
SUBCONTRACTING
27.1
The Contractor may not assign to another Contractor or subcontract to another party for 
performance of the terms and conditions hereof without the written consent of the County. 
All correspondence authorizing subcontracting must reference the bid serial number and 
identify the job or project.
27.2
The subcontractor’s rate for the job shall not exceed that of the prime Contractor’s rate, as 
bid in the pricing section, unless the prime Contractor is willing to absorb any higher rates. 
The subcontractor’s invoice shall be invoiced directly to the prime Contractor, who in turn 
shall pass-through the costs to the County, without mark-up. A copy of the subcontractor’s 
invoice must accompany the prime Contractor’s invoice.
28.0
AMENDMENTS
All amendments to this contract shall be in writing and approved/signed by both parties. Maricopa 
County Office of Procurement Services shall be responsible for approving all amendments for 
Maricopa County.
29.0
ADDITIONS/DELETIONS OF REQUIREMENTS
The County reserves the right to add and/or delete materials and services to a contract. If a service 
requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount 
of service reduced in accordance with the bid price. If additional materials or services are required 
from a contract, prices for such additions will be negotiated between the Contractor and the County.
30.0
RIGHTS IN DATA
30.1
The County shall have the use of data and reports resulting from a contract without 
additional cost or other restriction except as may be established by law or applicable 
regulation. Each party shall supply to the other party, upon request, any available 
information that is relevant to a contract and to the performance thereunder.

SERIAL 200195-CI
30.2
Data, records, reports, and all other information generated for the County by a third party 
as the result of a contract are the property of the County and shall be provided in a format 
designated by the County or shall be and remain accessible to the County into perpetuity.
31.0
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER 
REVIEW
31.1
In accordance with Section MC1-374 of the Maricopa County Procurement Code, the 
Contractor agrees to retain (physical or digital copies of) all books, records, accounts, 
statements, reports, files, and other records and back-up documentation relevant to this 
contract for six years after final payment or until after the resolution of any audit questions, 
which could be more than six years, whichever is longest. The County, Federal or State 
auditors and any other persons duly authorized by the department shall have full access 
to and the right to examine, copy, and make use of, any and all said materials.
31.2
If the Contractor’s books, records, accounts, statements, reports, files, and other records 
and back-up documentation relevant to this contract are not sufficient to support and 
document that requested services were provided, the Contractor shall reimburse Maricopa 
County for the services not so adequately supported and documented.
32.0
AUDIT DISALLOWANCES
If at any time it is determined by the County that a cost for which payment has been made is a 
disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of 
action to address the disallowance shall be at sole discretion of the County, and may include either 
an adjustment to future invoices, request for credit, request for a check, or a deduction from current 
invoices submitted by the Contractor equal to the amount of the disallowance, or to require 
reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to 
Maricopa County.
33.0
STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of the contract 
shall not be deemed to be a waiver of strict compliance with respect to all other terms of the 
contract.
34.0
VALIDITY
The invalidity, in whole or in part, of any provision of this contract shall not void or affect the validity 
of any other provision of the contract.
35.0
SEVERABILITY
The removal, in whole or in part, of any provision of this contract shall not void or affect the validity 
of any other provision of this contract.
36.0
RELATIONSHIPS
36.1
In the performance of the services described herein, the Contractor shall act solely as an 
independent Contractor, and nothing herein or implied herein shall at any time be 
construed as to create the relationship of employer and employee, co-employee, 
partnership, principal and agent, or joint venture between the County and the Contractor.
36.2
The County reserves the right of final approval on proposed staff. Also, upon request by 
the County, the Contractor will be required to remove any employees working on County 
projects and substitute personnel based on the discretion of the County within two business 
days, unless previously approved by the County.

SERIAL 200195-CI
37.0
NON-DISCRIMINATION
Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 
2009-09, including flow down of all provisions and requirements to any subcontractors. Executive 
Order 2009-09 supersedes Executive Order 99-4 and amends Executive Order 75-5 and is hereby 
incorporated into this contract as if set forth in full herein. During the performance of this contract, 
Contractor shall not discriminate against any employee, client, or any other individual in any way 
because of that person’s age, race, creed, color, religion, sex, disability, or national origin. (Arizona 
Executive Order 2009-09 can be downloaded from the Arizona Memory Project at 
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.)
38.0
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has a 
value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration 
of this agreement to not engage in, a boycott of goods or services from Israel. This certification 
does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 
U.S.C. § 4842.
39.0
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
39.1
The undersigned (authorized official signing on behalf of the Contractor) certifies to the 
best of his or her knowledge and belief that the Contractor, its current officers, and 
directors:
39.1.1
are not presently debarred, suspended, proposed for debarment, declared 
ineligible, or voluntarily excluded from being awarded any contract or grant by any 
United States department or agency or any state, or local jurisdiction;
39.1.2
have not within a three-year period preceding this contract:
39.1.3
been convicted of fraud or any criminal offense in connection with obtaining, 
attempting to obtain, or as the result of performing a government entity (Federal, 
State or local) transaction or contract; or
been convicted of violation of any Federal or State antitrust statutes or conviction 
for embezzlement, theft, forgery, bribery, falsification or destruction of records, 
making false statements, or receiving stolen property regarding a government 
entity transaction or contract;
39.1.3.1 are not presently indicted or criminally charged by a government 
entity (Federal, State or local) with commission of any criminal 
offenses in connection with obtaining, attempting to obtain, or as the 
result of performing a government entity public (Federal, State or 
local) transaction or contract;
39.1.3.2 are not presently facing any civil charges from any governmental 
entity regarding obtaining, attempting to obtain, or from performing 
any governmental entity contract or other transaction; and 
39.1.3.3 have not within a three-year period preceding this contract had any 
public transaction (Federal, State or local) terminated for cause or 
default.
39.1.4
If any of the above circumstances described in the paragraph are applicable to the 
entity submitting a bid for this requirement, include with your bid an explanation of 
the matter including any final resolution.

SERIAL 200195-CI
39.1.5
The Contractor shall include, without modification, this clause in all lower tier 
covered transactions (i.e. transactions with subcontractors or sub-subcontractors) 
and in all solicitations for lower tier covered transactions related to this contract. If 
this clause is applicable to a subcontractor or sub-subcontractor, the Contractor 
shall include the information required by this clause with their bid.
40.0
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL 
IMMIGRATION LAWS AND REGULATIONS
40.1
By entering into the contract, the Contractor warrants compliance with the Immigration and 
Nationality Act (INA using E-Verify) and all other Federal immigration laws and regulations 
related to the immigration status of its employees and A.R.S. § 23-214(A). The Contractor 
shall obtain statements from its subcontractors certifying compliance and shall furnish the 
statements to the procurement officer upon request. These warranties shall remain in effect 
through the term of the contract. The Contractor and its subcontractors shall also maintain 
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and 
Control Act of 1986, as amended from time to time, for all employees performing work under 
the contract and verify employee compliance using the E-Verify system and shall keep a 
record of the verification for the duration of the employee’s employment or at least three 
years, whichever is longer. I-9 forms are available for download at www.uscis.gov.
40.2
The County retains the legal right to inspect documents of Contractor and subcontractor 
employees performing work under this contract to verify compliance with paragraph 40.1 of 
this section. Contractor and subcontractor shall be given reasonable notice of the County’s 
intent to inspect and shall make the documents available at the time and date specified. 
Should the County suspect or find that the Contractor or any of its subcontractors are not in 
compliance, the County will consider this a material breach of the contract and may pursue 
any and all remedies allowed by law, including, but not limited to: suspension of work, 
termination of the contract for default, and suspension and/or debarment of the Contractor. 
All costs necessary to verify compliance are the responsibility of the Contractor.
41.0
CONTRACTOR LICENSE REQUIREMENT
The Contractor shall procure all permits, insurance, and licenses, and pay the charges and fees 
necessary and incidental to the lawful conduct of his/her business, and as necessary complete any 
requirements, by any and all governmental or non-governmental entities as mandated to maintain 
compliance with and remain in good standing. The Contractor shall keep fully informed of existing 
and future trade or industry requirements, and Federal, State, and local laws, ordinances, and 
regulations which in any manner affect the fulfillment of a contract and shall comply with the same. 
Contractor shall immediately notify both Office of Procurement Services and the department of any 
and all changes concerning permits, insurance, or licenses.
42.0
INFLUENCE
42.1
As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort to 
influence an employee or agent to breach the Maricopa County Ethical Code of Conduct 
or any ethical conduct, may be grounds for disbarment or suspension under MC1-902.
42.2
An attempt to influence includes, but is not limited to:
42.2.1
A person offering or providing a gratuity, gift, tip, present, donation, money, 
entertainment or educational passes or tickets, or any type of valuable contribution 
or subsidy that is offered or given with the intent to influence a decision, obtain a 
contract, garner favorable treatment, or gain favorable consideration of any kind.
42.3
If a person attempts to influence any employee or agent of Maricopa County, the chief 
procurement officer, or his designee, reserves the right to seek any remedy provided by 
the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy 
provided by this contract.

SERIAL 200195-CI
42.4
ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY 
PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS 
ALLOWED DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION 
IS IN REGARD TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY 
COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS, OR ANY 
DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR 
DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS.
43.0
CONFIDENTIAL INFORMATION
43.1
Any information obtained in the course of performing this contract may include information 
that is proprietary or confidential to the County. This provision establishes the Contractor’s 
obligation regarding such information.
43.2
The Contractor shall establish and maintain procedures and controls that are adequate to 
assure that no information contained in its records and/or obtained from the County or from 
others in carrying out its functions (services) under the contract shall be used by or 
disclosed by it, its agents, officers, or employees, except as required to efficiently perform 
duties under the contract. The Contractor’s procedures and controls, at a minimum, must 
be the same procedures and controls it uses to protect its own proprietary or confidential 
information. If, at any time during the duration of the contract, the County determines that 
the procedures and controls in place are not adequate, the Contractor shall institute any 
new and/or additional measures requested by the County within 15 business days of the 
written request to do so.
43.3
Any requests to the Contractor for County proprietary or confidential information shall be 
referred to the County for review and approval, prior to any dissemination.
44.0
PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be retained by the 
County at the Maricopa County Office of Procurement Services. Offers shall be open to public 
inspection and copying after contract award and execution, except for such offers or sections 
thereof determined to contain proprietary or confidential information by the Office of Procurement 
Services. If an offeror believes that information in its offer or any resulting contract should not be 
released in response to a public record request, under Arizona law, the offeror shall indicate the 
specific information deemed confidential or proprietary and submit a statement with its offer 
detailing the reasons that the information should not be disclosed. Such reasons shall include the 
specific harm or prejudice which may arise from disclosure. The records manager of the Office of 
Procurement Services shall determine whether the identified information is confidential pursuant to 
the Maricopa County Procurement Code.
45.0
INTEGRATION
This contract represents the entire and integrated agreement between the parties and supersedes 
all prior negotiations, proposals, communications, understandings, representations, or agreements, 
whether oral or written, expressed, or implied.
46.0
UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the Contractor agrees to comply with all applicable provisions of Title 
2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST 
PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 
C.F.R. § 200 et seq.

SERIAL 200195-CI
47.0
GOVERNING LAW
This contract shall be governed by the laws of the State of Arizona. Venue for any actions or 
lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix, Arizona.
48.0
PRICES
Contractor warrants that prices extended to County under this contract are no higher than those 
paid by any other customer for these or similar services.
49.0
ORDER OF PRECEDENCE
In the event of a conflict in the provisions of this contract and Contractor’s license agreement, if 
applicable, the terms of this contract shall prevail.
50.0
INCORPORATION OF DOCUMENTS
50.1
The following are to be attached to and made part of this Contract:
50.1.1
Exhibit A – Vendor Information and Pricing
50.1.2
Exhibit B – Statement of Work
50.1.3
Exhibit C – Software License, Support and Maintenance Agreement
51.0
NOTICES
All notices given pursuant to the terms of this contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
160 S. 4th Avenue
Phoenix, Arizona 85003-1647
For Contractor:
MCM Technology, LLC
Attn:  Contracts Department
3510 Vann Road, Suite 105
Birmingham, AL  35235

SERIAL 200195-CI

SERIAL 200195-CI
EXHIBIT A
PRICING
SERIAL: 200195-CI
NIGP CODE:  2085501 
RESPONDENT NAME:
MCM Technology LLC
VENDOR NUMBER:
VC0000001278
ADDRESS:
3510 Vann Road, Suite 105
Birmingham, AL  35235
P.O. ADDRESS:
 
TELEPHONE NUMBER:
205-937-0950
MAIN NUMBER:
1-877-626-6157
WEB SITE:
www.mcmtechnology.com
REPRESENTATIVE:
Murray Shaw
REPRESENTATIVE E-MAIL: 
murray.shaw@mcmtechnology.com
YES
NO
REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM 
THIS CONTRACT:
[X]
  [ ]  
 
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
[  ]
[X]
WILL OFFER REBATE (CASH OR CREDIT) FOR UTILIZING 
PROCUREMENT CARD:
[  ]
[X]
%
(Payment shall be made within 48 hours of utilizing the Purchasing Card)
PAYMENT TERMS: 
    [X]    NET 20 DAYS
The following table represents the five-year cost to upgrade Maricopa County Wireless Communications 
Services’ existing CommSHOP 360 asset management software solution to the new Motiondeck platform 
as well as ongoing support and maintenance through the date period below.  The Statement of Work 
(Exhibit B) details the full scope of the project including custom application development and enhancement 
applications.   
Date Period
Description
Cost
April 2020
Upgrade to Commshop power by Motiondeck
Radio Activity Manager Enhancement
$73,477.50
$42,525.00
Oct. 1, 2020 – 
Sept. 30, 2021
Annual Support and Maintenance 
(base rate from legacy solution)
Annual Support and Maintenance 
(increase for Radio Activity Manager/PMI Integration) 
$23,526.96
 
$6,240.00
Oct. 1, 2021 – 
Sept. 30, 2022
Annual Support and Maintenance
$32,255.56
Oct. 1, 2022 – 
Sept. 30, 2023
Annual Support and Maintenance
$33,545.78

SERIAL 200195-CI
Oct. 1, 2023 – 
Sept. 30, 2024
Annual Support and Maintenance
$34,887.61
Oct. 1, 2024 – 
Sept. 30, 2025
Annual Support and Maintenance
$36,283.12
Total Five-Year Costs
$282,741.53

SERIAL 200195-CI
EXHIBIT B
Statement of Work

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI

SERIAL 200195-CI
EXHIBIT C
SOFTWARE LICENSE, 
SUPPORT AND MAINTENANCE AGREEMENT
1.
License and Usage Rights:  
1.1.
License.  Commencing on the Effective Date, and subject to payment of the license fees specified in the Project 
Schedule(s), Licensor grants to Licensee, and Licensee accepts from Licensor, a non-exclusive license to the rights set 
forth herein with respect to each of the software products (“Product(s)”) described in the attached Product Schedule(s) in 
executable code form (the “Executable Code License”) and to all user manuals and other documents relating to the 
Product(s) that are provided to Licensee by MCM (collectively, the “Documentation”).  Such license shall continue until it 
or this Agreement is terminated pursuant to Section 12 hereof.  Pursuant to such license, Licensee shall have the following 
rights: 
1.1.1. Permitted Use. Licensee may permit the number of users specified in each Product Schedule to use, access, and 
benefit from the use of, the applicable Product(s) in the manner and for the intended purposes descried in the Product 
Schedule(s) and the Documentation.  Licensee may install the Product(s) in any combination, subject to the user 
limitations set forth in the applicable Product Schedule(s), on (i) one or more servers and permit user access thereto, 
or (ii) individual user workstations.  All majority-owned or controlled subsidiaries and divisions of Licensee are hereby 
granted the use, access, and benefit of the Product(s) by Licensor, at no additional cost, so long as each such 
subsidiary or division is legally bound by the terms of this Agreement, the number of users authorized under the 
applicable Product Schedule(s) are not exceeded, and the other license restrictions set forth herein are not violated.  
Licensee may permit is third party subcontractors to use and access the Product(s) solely in the course of their work 
for Licensee, provided that Licensee agrees that Licensee shall be responsible for any breach of this Agreement by 
any such third party subcontractor (if the applicable act(s) or failure(s) to act of such subcontractor, if taken or failed 
to be taken by Licensee, would constitute a breach of this Agreement by Licensee) and any such third party 
contractor (i) shall not disclose or distribute any part of the Product(s), (ii) shall maintain the confidentiality of the 
Product(s), and (iii) shall not otherwise violate Licensor's proprietary rights described herein.  In no event shall 
Licensee enable a third party to access the Product(s) if such third party is known by Licensee to be a competitor of 
Licensor at the time that access is granted by Licensee. In no event may the Product(s) be used in connection with 
any commercial timesharing, service bureau or other similar rental or sharing arrangements involving third parties.
1.1.2. Right to Copy. Licensee may make a reasonable number of copies of the Product(s) and the Documentation for its 
internal use, including, but not limited to, duplication for disaster recovery purposes, provided that Licensee’s use of 
such copies shall be limited in the manner described herein and such copies shall retain Licensor's copyright and 
proprietary rights notices to the same extent as they appear on the original copy of the Product(s) and 
Documentation.
2.
Title and Ownership; Data.  
2.1.
Product(s) and Documentation. The parties agree that the Product(s) and Documentation constitute valuable property, 
proprietary information and/or trade secrets of MCM, whether or not any portion of the Product(s) is or may be copyrighted 
or patented.  Title, full ownership and all proprietary rights in and to the Product(s) (as they now exist or may later be 
modified) and the Documentation and all copies thereof shall remain solely with MCM. Licensee agrees not to remove or 
destroy any proprietary markings or proprietary legends placed upon or contained within any Product(s) or any related 
materials or Documentation by Licensor.  Except for the license and usage rights expressly granted herein, nothing in this 
Agreement shall be or shall be interpreted or construed to be a transfer of any right, title or interest whatsoever in the 
Product(s) or the Documentation. 
2.2.
Data.  All data created and/or processed by the Product(s) is and remain the sole property of Licensee and shall in no way 
become attached to the Product(s), nor shall Licensor have any rights in or to the data of Licensee without the prior written 
consent of the Licensee, provided that Licensee shall not unreasonably withhold its consent to any proposed usage of any 
such data by Licensor in a manner that does not violate applicable law or present a health or safety risk to the public (such 
as, without limitation, usage of such data to measure or predict product desirability or reliability).
3.
Acceptance: 
3.1.
Product(s).  Licensee shall have thirty (30) calendar days from the date of installation of each of the Products (the 
“Installation Date”) to test such Product and determine whether it complies with this Agreement, the applicable Statement 
of Work (“SOW”) or Engineering Project Plan (“EPP”), and any Documentation provided by MCM relating thereto.  Licensee 
must report any perceived nonconformity in such Product to MCM in writing within such 30-day period.  Any part of the 
Product not identified as nonconforming within such time period shall be deemed to be accepted by Licensee in all respects 
effective as of the end of such 30-day period, and Licensee’s failure to notify MCM in writing of nonconformity within such 
30-day period shall act as a waiver of any claims with respect thereto.  Notwithstanding the 30-day acceptance period, if 
the Licensee commences using the Product in day-to-day operations, the Product shall be deemed to be accepted by the 
Licensee on such date of commencement of usage.  The date on which a Product is accepted or deemed to be accepted

SERIAL 200195-CI
by Licensee hereunder is referred to as the “Acceptance Date”.   In the event of the discovery and identification of any 
nonconforming Product, Licensee’s sole and exclusive remedy, and MCM’s entire liability, shall be: (i) the correction of 
program errors that cause nonconformity; or (ii) if MCM cannot substantially correct such nonconformity in a commercially 
reasonable manner, Licensee may end its license and recover the fees paid to MCM for the license and any unused, 
prepaid support and maintenance fees.
3.2.
Services.  To the extent any installation, training or other services are performed or completed by MCM after the Installation 
Date, Licensee shall have thirty (30) calendar days from completion of such services within which to notify MCM in writing 
of any nonconformity with respect thereto.  Any part of the service not identified as nonconforming within such 30-day 
period shall be deemed to be accepted by Licensee in all respects, and Licensee’s failure to notify MCM in writing of 
nonconformity within such 30-day period shall act as a waiver of any claims with respect thereto.
4.
Delivery Method, Installation and Training.  
4.1.
Method. Licensor shall deliver the Product(s) to Licensee by one of the following methods specified in the applicable 
Product Schedule: (i) Licensor shall provide Licensee with a tangible copy of each Product and applicable Documentation 
(in which case Licensor shall provide Licensee with a replacement copy of the Product(s) at no charge in the event of loss 
or damage to the copy originally delivered hereunder); (ii) Licensor shall transfer electronically to Licensee (a) a copy of 
each Product specified in a Product Schedule, and (b) the applicable Documentation in accordance with the delivery 
instructions set forth in the applicable Product Schedule (in which case the Licensor and Licensee will execute a Certificate 
of Delivery and Installation after the delivery has been completed); or (iii) in the event the Licensee has chosen a hosted 
environment by which the Products will be accessed and utilized, Licensor shall provide Licensee with remote access to 
the Product(s).  If the Licensee and Licensor do not specify a method of delivery in the applicable Product Schedule, the 
applicable Product shall be delivered via a tangible copy pursuant to clause (i) above.
4.2.
Installation.  Licensor will provide the services relating to installation of each Product to the extent and for the fees set 
forth in the applicable Product Schedule.
4.3.
Training.  Licensor will provide Licensee with training in the use and operation of each Product to the extent and for the 
fees set forth in the applicable Product Schedule.
4.4.
Other Professional Services.  Licensor will provide other necessary professional services required to cause the 
Product(s) to be fully functional and operational in the Licensee’s operating environment to the extent and for the fees set 
forth in the applicable Product Schedule, SOW or EPP (which professional services may include Data Conversion, 
Database Configuration, Installation Services, Business and Workflow Process Evaluation, Project Analysis and 
Management, Project Documentation, Business and Process Re-engineering, and Executive-Level Training), provided that 
Licensee is solely responsible for procuring any and all hardware and third party software necessary for the Product(s) to 
operate in the Licensee’s operating environment.
5.
Support and Maintenance.  Support and Maintenance for the Product(s) is defined and governed by a separate Support and 
Maintenance Agreement.
6.
Software Updates and Upgrades.
6.1.
Incremental Versions.  So long as Licensee has a Support and Maintenance Agreement in place and is current on 
payments, Incremental Versions shall be provided to the Licensee as soon as such Incremental Versions have been made 
available or offered to any of MCM’s other licensees.  Such Incremental Versions shall not degrade the performance, 
functioning or operation of the Product(s), and MCM agrees to give Licensee all reasonably necessary assistance to install 
the same, at no additional cost to Licensee. For purposes of this Agreement, “Incremental Version” means a specific 
version of a Product containing a similar set of features and functions as previous version(s), but that is incrementally 
improved in terms of technical stability and reliability, including, without limitation, new versions that effect patches and fixes 
to a Product (for purposes of clarity, Incremental Versions shall be noted by incremental rather than whole version numbers 
(e.g., Version 1.1, Version 1.2, Version 1.3, etc.). If MCM releases an Incremental Version of a Product, MCM shall have 
no further responsibility to provide Maintenance Services with respect to the superseded version of the Product, except 
that MCM will continue to provide Maintenance Services for such superseded version of the Product for twelve (12) months 
following the published date of the Incremental Version. 
6.2.
New Versions.  MCM shall have no obligation or responsibility of provide Licensee with New Versions that may be offered 
for sale by MCM in the future.  For purposes of this Agreement, “New Version” means a specific version of a Product 
containing a significant quantity of new or improved features and functions compared to previous version(s) (for purposes 
of clarity, New Versions shall be noted by whole version numbers (e.g., Version 1.0, Version 2.0, Version 3.0, etc.).  If 
MCM releases a New Version of a Product, MCM shall have no further responsibility to provide Maintenance Services with 
respect to the superseded version of the Product, except that MCM will continue to provide Maintenance Services for such 
superseded version of the Product for the longer of (x) twenty-four (24) months following the published date of the New 
Version and (y) the remainder of the then current Maintenance Period. 
 
7.
Licensee Obligations.
7.1.
Selection and Use.  Licensee accepts full responsibility for the selection, implementation after installation, and use of the 
Product(s) and Documentation to achieve Licensee’s intended results.
7.2.
Licensee Resources; Third Parties.  Licensee shall provide MCM with access to such personnel, hardware and third-
party software as may be necessary to install the Product(s) and provide the other services contemplated hereby, and 
Licensee shall be responsible for and obtain all rights from third parties necessary for MCM to perform any services

SERIAL 200195-CI
contemplated hereby, including, without limitation, all rights of access and rights to modify, under copyright, confidentiality 
agreements, the Computer Fraud and Abuse Act, and all other forms and sources of rights or restrictions.   
7.3.
Audit Rights.  Licensee shall allow MCM to periodically audit Licensee’s usage of the Executable Code License granted 
hereunder to determine compliance with the user limitations and other terms set forth in the Product Schedule(s).
7.4.
International Law.  Licensee acknowledges that each Product is subject to U.S. export laws.  Licensee agrees to comply 
with all applicable international and national laws that apply to the Product(s), including, without limitation, end-user, end-
use, and destination restrictions. Without limiting the generality of the foregoing, additional information may be available at 
such locations as http://www.bxa.doc.gov or from third party resources. MCM is not responsible for the accuracy of the 
information at any such websites.
7.5.
Derivative Works.  Licensee shall not, and shall not attempt to, create, replicate, copy, adapt, ‘unlock’, translate, alter, 
reverse engineer, revise, disclose, or make derivative works of the Product(s) or Documentation (each a “Modification”), 
directly or indirectly by any method.  Licensee agrees not to develop any software based on any portion or function of the 
Product(s) or Documentation.  All copies, Modifications, and derivative works (whether or not authorized) automatically 
upon creation (i) belong solely to Licensor, (ii) become subject to the limitations and obligations of Licensee under this 
Agreement, and (iii) are excluded from any warranty or other obligation by MCM.
7.6.
No Distribution or Sublicenses.  Licensee’s license and right to use the Product(s) does not include any license or right 
to distribute or sublicense the Product(s) or the Documentation.  Without limiting the foregoing, the Licensee shall not use, 
distribute or sublicense the Product(s) in any manner that would cause the Product(s) to become subject to the terms of 
any “open source” license or agreement or any other license, agreement, or any condition or requirement in equity, law, or 
contract that would or could require the Product(s) to be (i) released or distributed outside the full control and discretion of 
MCM, or (ii) distributed or disclosed in source code form.
8.
Warranties.
8.1.
MCM Warranties. MCM warrants that: (i) it has the right to license the Product(s) to Licensee pursuant to this Agreement; 
(ii) Licensee’s permitted use and possession of the Product(s) and Documentation will not violate the terms or conditions 
of any license, confidentiality agreement, non-competition agreement, employment agreement or any other agreement to 
which MCM may be subject; and (iii) neither the execution of this Agreement by MCM nor the performance by MCM of its 
obligations hereunder shall infringe any intellectual property rights of any third party with respect to the Product(s) or 
Documentation.  The foregoing warranties shall survive the Installation Date for a period of one (1) year.
8.2.
Material Defects.  MCM warrants the Product(s) shall be free from material defects and shall operate substantially in 
accordance with the then current applicable Documentation for a period of sixty (60) days following the Installation Date.
8.3.
Remedy.   In the event of a breach of Section 8.2 hereof, MCM’s sole responsibility for such breach shall be, at MCM’s 
sole election, to: (a) correct such defects or failures to operate in accordance with specifications or provide a work-around 
solution; (b) replace any defective Product(s); or (c) correct any errors in MCM’s Documentation to substantially conform 
to the intended performance of the Product(s) and resubmit such Documentation to Licensee.  The foregoing obligations 
of MCM are void if (i) MCM does not receive prompt notice in writing from the Licensee of a breach prior to the end of the 
applicable 60-day period or (ii) MCM’s examination of the applicable Product confirms that the Product has been (x) altered 
or modified by or on behalf of Licensee, other than by MCM, (y) subjected to negligence or computer or electrical 
malfunction, or (z) used, adjusted or installed in a manner inconsistent with the Documentation or other written instructions 
provided by MCM to Licensee hereunder, in which event Licensee shall be invoiced for any additional services rendered 
by MCM to remedy the problem at the then current rates at the time such services are performed.
8.4.
Warranty Limitation.  The warranty provided in Section 8.2 does not cover any portion of a Product that malfunctions for 
reasons not connected to the logic of the Product or for reasons not under the control of MCM.  The performance of MCM’s 
obligations under Section 8.3 shall be MCM’s total maximum liability and MCM’s entire obligation to the Licensee as a 
consequence of breach of Section 8.2 hereof, and the Licensee shall have no other claims against MCM as a result of 
such breach.
8.5.
Viruses.  Each Product that is provided by Licensor to Licensee under the terms of this Agreement shall be free, at the 
time of receipt by Licensee, of any programs, subroutines, code, instructions, data or functions, (including but not limited 
to viruses, worms, date bombs or time bombs), the purpose of which is to intentionally cause the Product to cease 
operating, or to damage, interrupt, interfere with or hinder the operation of the Product, the system in which it resides, or 
any other software or data on such system or any other system with which it is capable of communicating or otherwise 
permit the unauthorized access to Licensee systems or data; provided that the Product may contain a program that enables 
cessation of access to, or operation of, the Product in the event Licensee does not make timely payment of amounts owed 
to it by Licensee hereunder.  For the avoidance of doubt, the provisions of this Section 8.5 shall apply to each delivery of 
a Product, in whole or in part, to Licensee including each error correction, patch, update, workaround or other similar 
interim or partial delivery form of the Product.
8.6.
Professional Services.  MCM represents that all Services to be provided by MCM hereunder will be performed by qualified 
workers, and in a professional and workmanlike manner, and that the services will conform to the applicable requirements 
and specifications and to the standards applicable in the software industry.  MCM agrees that if any such service is not in 
material compliance with this warranty and such non-compliance is brought to MCM’s attention within a reasonable time 
after such services are performed, then as the sole remedy for a breach of this warranty MCM will re-perform the applicable 
services at MCM’s sole cost and expense.

SERIAL 200195-CI
8.7.
Enjoined Software.  MCM warrants that if substantial use of a Product for its intended purpose is enjoined through a 
preliminary injunction, MCM shall, in its discretion and at no expense to the Licensee, either (i) procure for the Licensee 
the right to continue using the Product or (ii) replace or modify the Product so that it becomes non-infringing and is of 
equivalent or superior functionality. If neither of the foregoing alternatives are available, the Licensee may terminate the 
license granted in Section 1.1 only with respect those areas where the use of the Product is found infringing.  If the license 
is terminated, the Licensee will be entitled to, and MCM will remit to the Licensee, a refund of a proportionate amount of 
the fees paid hereunder for the license to use the Product. If the injunction or action is withdrawn or a settlement of such 
action is reached, the affected license(s) will be reinstated under the terms of this Agreement.
9.
Warranty Disclaimer.  LICENSEE ACKNOWLEDGES AND AGREES THAT, WITH THE EXCEPTION OF THE LIMITED 
WARRANTIES SET FORTH IN SECTIONS 8.1, 8.2, 8.5 and 8.6 HEREOF, LICENSOR HAS NOT MADE AND MAKES NO 
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EITHER ORAL OR WRITTEN, EITHER EXPRESS OR 
IMPLIED, CONCERNING THE PRODUCT(S) AND DOCUMENTATION LICENSED HEREUNDER OR THE SERVICES TO BE 
PROVIDED HEREUNDER, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR 
SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES CONCERNING SUCH PRODUCT(S), 
DOCUMENTATION AND SERVICES, BOTH EXPRESS AND IMPLIED, ORAL AND WRITTEN, INCLUDING, WITHOUT 
LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, 
ACCURACY OF DATA, SYSTEM INTEGRATION, AND ALL WARRANTIES RELATING TO RESULTS TO BE DERIVED FROM 
THE USE OF SUCH PRODUCT(S), DOCUMENTATION OR SERVICES PROVIDED IN CONNECTION WITH THIS 
AGREEMENT.  LICENSEE ACKNOWLEDGES THAT IT IS A SOPHISTICATED PARTY TO THIS AGREEMENT AND 
RECOGNIZES AND AGREES THAT THIS PROVISION IS AN INTEGRAL PART OF LICENSOR’S PRICING AND AN 
IMPORTANT FACTOR IN ITS WILLINGNESS TO GRANT THE LICENSE HEREUNDER AND PERFORM SERVICES 
HEREUNDER.
10.
Limitations of Liability.  IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, 
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, INCLUDING, 
WITHOUT LIMITATION, DAMAGES FOR LOSS OR DESTRUCTION OF DATA, BUSINESS INTERRUPTION, COSTS OF 
COVER, LOSS OF USE, LOSS OF ANTICIPATED REVENUES OR PROFITS, OR DAMAGES RESULTING FROM OR 
RELATING TO CLAIMS BROUGHT AGAINST LICESEE BY THIRD PARTIES, REGARDLESS OF WHETHER LICENSOR HAS 
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE LICENSEE CANNOT CLAIM, DEMAND OR SEEK 
RECOVERY FROM LICENSOR OR ITS REPRESENTATIVES FOR ANY OF THE FOREGOING LOSSES OR DAMAGES AND 
LICENSOR WILL NOT INDEMNIFY THE LICENSEE FOR ANY SUCH CLAIMS.  TO THE MAXIMUM EXTENT PERMITTED BY 
APPLICABLE LAW, LICENSOR DISCLAIMS ANY PRODUCT LIABILITY AS A CONSEQUENCE OF LOSS OR DAMAGE TO 
PROPERTY WHICH, IN VIEW OF ITS NATURE, IS NORMALLY INTENDED FOR COMMERCIAL USE.  IN NO EVENT SHALL 
LICENSOR’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH OR RELATING TO THE PRODUCT(S), 
DOCUMENTATION, SERVICES OR THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSING FEES AND OTHER 
AMOUNTS ACTUALLY PAID BY LICENSEE TO LICENSOR HEREUNDER.  THESE LIMITATIONS SHALL APPLY TO ALL 
CAUSES OF ACTION IN THE AGGREGATE, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE.  NO CLAIM 
ARISING IN CONNECTION WITH THE PRODUCT(S), DOCUMENTATION, SERVICES OR THIS AGREEMENT MAY BE 
BROUGHT AGAINST LICENSOR MORE THAN ONE (1) YEAR AFTER IT ACCRUES.
11.
Confidentiality and Non-Disclosure.  Licensee agrees that the Product(s) and Documentation are unique and valuable assets 
of MCM and agrees to maintain the Product(s) and Documentation and all other Confidential Information of MCM in strict 
confidence and to use and disclose such Confidential Information only as permitted under this Agreement. For purposes of this 
Agreement, “Confidential Information” shall mean all information provided to Licensee by MCM, including, without limitation, the 
Product(s) and Documentation, Licensee proposals, pricing information, contracts and any other information exchanged between 
MCM and Licensee. Licensee shall prevent disclosure of the Confidential Information to persons or entities other than Licensee’s 
employees, agents, subcontractors or representatives of MCM, or other persons at Licensee’s premises, and Licensee may 
disclose Confidential Information to its employees, agents, subcontractors or representatives of MCM solely for purposes related 
to Licensee’s permitted use of the Product(s) or Documentation hereunder. The foregoing restrictions on disclosure and use shall 
not apply with respect to any information which: (i) was or becomes publicly known through no fault of Licensee; (ii) was rightfully 
known or becomes rightfully known to Licensee without confidential or proprietary restriction from a source other than MCM; (iii) 
is independently developed by Licensee without reference to or reliance on Confidential Information; (iv) is required to be 
disclosed by law. Licensee hereby acknowledges and agrees that breach of this Section 10 would result in irreparable harm to 
MCM.
12.
Fees and Charges.
12.1. License Fee.  Licensee shall pay to Licensor the licensing fees for the Product(s) being licensed hereunder set forth in the 
applicable Product Schedule(s).   If the Product(s) are being acquired directly from MCM, then the Licensee is obligated to 
pay MCM according to the Product Schedule(s).  If the Product(s) are being acquired via a reseller of MCM’s Products, 
then the Licensee is obligated to pay such reseller according to payment terms and conditions agreed-upon between the 
Licensee and the reseller.
12.2. Taxes.  The fees payable under this Agreement do not include sales, use or other similar taxes. Licensee shall be solely 
responsible for paying, and shall pay, the full amount of any and all taxes imposed concerning the Product(s), Maintenance 
Services or other services contemplated hereby, excluding taxes based on Licensor’s income, and Licensee hereby agrees 
to indemnify and hold Licensor harmless from and against any such sale, use or other taxes that Licensor may be pay or 
be compelled to pay.  MCM (or any applicable reseller of MCM's Products) may elect, in its sole discretion, to issue a 
separate invoice for such taxes or indicate on the invoice the amount of taxes attributable thereto, provided that no such 
election shall negate Licensee’s obligations set forth in the immediately preceding sentence.  
12.3. Payment.  All payments due and payable to MCM hereunder shall be no later than thirty (30) days after Licensee’s receipt 
of the applicable invoice from MCM which invoice shall reference the particular Product Schedule(s) to which it relates.

SERIAL 200195-CI
Any milestone payments due by the Licensee shall be payable upon the completion of such milestone(s).  If the failure to 
achieve any particular milestone, where the fault of achieving such milestone lies with the Licensee (e.g. hardware not 
available or accessible (staging, configuration, IT issues, etc.), personnel not available (vacations, PTO, etc.), personnel 
of Licensee not engaged or not responsive to Licensor communications and requests, etc.), then Licensee shall be billed 
as if the milestone has been achieved.  Past due amounts shall survive the termination or expiration of this Agreement.  
13.
Termination.
13.1. Termination by Licensor.  Licensor shall have the right without further obligation or liability to Licensee (i) to terminate 
the license granted hereunder with respect to any Product to which the applicable license fee or any portion thereof has 
not been paid within thirty (30) days after receipt by Licensee of written notice from Licensor that such payment is past 
due; (ii) to terminate the license granted hereunder with respect to any Product to which Licensee is in material breach of 
its obligations under this Agreement, if Licensee fails to remedy such breach within thirty (30) days after receipt of written 
notice from Licensor of such breach; or (iii) to terminate the Maintenance Services with respect to any Product to which 
the applicable Maintenance Services fee or any portion thereof has not been paid within thirty (30) days after receipt by 
Licensee of written notice from Licensor that such payment is past due. In no event shall termination of the Maintenance 
Services pursuant to the foregoing clause (iii) prevent the Licensee from continuing to use, access, and benefit from the 
licensed Product(s).  
13.2. Bankruptcy Proceedings.  Either party may terminate this Agreement without prior notice upon (i) the filing of a voluntary 
petition in bankruptcy by the other party, or (ii) the passage of one hundred twenty (120) days after the commencement of 
any involuntary proceeding against such other party seeking reorganization, arrangement, composition, readjustment, 
liquidation, dissolution or similar relief under any bankruptcy, insolvency or other similar law, if the proceeding has not been 
dismissed during such one hundred twenty (120) day period.
13.3. Termination by Licensee.  Licensee may terminate the license granted hereunder upon thirty (30) days written notice to 
MCM. 
13.4. Effect of Termination.   In the event of any termination of this Agreement or the license granted hereunder, Licensee shall 
not be relieved from making payments to MCM for all amounts due hereunder, including payment in full for the Product(s) 
and Maintenance Services through the end of the then current Maintenance Period and for all other professional services 
rendered through the date of termination.  In addition, upon the termination of this Agreement or the license granted 
hereunder with respect to any Product, the rights granted hereunder to Licensee with respect to such Product shall 
immediately cease, and Licensee shall (i) upon Licensor’s request and at Licensor's expense, return to Licensor or destroy 
the applicable Product together with all  Documentation, notes, and other material provided by the Licensor relating to the 
Product; and/or (ii) upon Licensor’s request, purge all copies of the applicable Product or any portion thereof from all 
computer systems and from any computer storage medium or device on which Licensee has placed or permitted others to 
place the Product. 
14.
Independent Contractor.  The relationship of Licensor to Licensee shall be that of an independent contractor.  Neither party 
shall have any authority to execute contracts or make commitments on behalf of the other party.  Nothing contained herein shall 
be deemed to create the relationship of employer and employee, or principal and agent, joint venturer or partner between Licensor 
and Licensee.
15.
Security Policies.  Licensor and Licensee agree that their respective employees, while working at or visiting the premises of the 
other party, shall comply with all the internal rules and regulations of the other party, including security procedures, and all 
applicable federal, state, and local laws and regulations applicable to the location where said employees are working or visiting.
16.
Force Majeure.  Except with respect to the obligation to pay money, neither party will be responsible for delays or failures in 
performance resulting from acts beyond the control of such party.  Such acts shall include, but not be limited to, acts of God, acts 
of terrorism, strikes, supplier delays, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the 
fact, fire, communication line failures, power failures, earthquakes or other disasters.
17.
Entire Agreement; Priority; Governing Law.  This Agreement and the Product Schedule(s) referencing this Agreement, along 
with the related SOWs and EPPs, constitute the entire agreement between the parties with respect to the subject matter hereof 
and thereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether 
oral or written, between the parties with respect thereto, and there are no warranties, representations and/or agreements between 
the parties in conjunction with the subject matter hereof except as specifically set forth or referred to herein.  This Agreement 
shall be construed in accordance with and governed by the laws of the State of Arizona without regard to any choice of law rules 
that may direct the applications of the laws of another jurisdiction.  
18.
Modifications.  All amendments to this Agreement must be in writing and must be signed by both parties hereto.
19.
Headings. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
20.
Enforceability.  If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and 
enforceability of the remaining provisions shall in no way be affected or impaired thereby.
21.
Assignment.  This Agreement and the rights and duties hereunder shall not be assignable, whether by operation of law or 
otherwise, by Licensee except with the prior written consent of MCM in each instance.   MCM may assign this Agreement and 
its rights and duties hereunder to a third party that acquires MCM, whether such acquisition is structured as an asset purchase, 
a securities purchase, a merger or otherwise.

SERIAL 200195-CI
22.
U.S. Government Restricted Rights Notice.  
22.1. U.S. Government Agency.  If the Licensee is a unit or an agency of the United States Government, the terms of this 
Section 21 apply.  If the Licensee is a civilian agency, each Product: i) was developed at private expense and is existing 
computer software and no part was developed with government funds; (ii) is trade secret of MCM for all purposes of the 
Freedom of Information Act; (iii) is a commercial item and thus, pursuant to Section 12.212 of the Federal Acquisition 
Regulations (FAR), the Government's use, duplication or disclosure of the Product is subject to the restrictions set forth in 
this Agreement and any applicable Product Schedule, SOW or EPP between MCM and the U.S. government agency; (iv) 
is in all respects proprietary data of MCM; and (v) is unpublished and all rights are reserved under the copyright laws of 
the United States. 
22.2. U.S. Department of Defense.  If the Licensee is part of the Department of Defense: Each Product is commercial computer 
software (and commercial computer software documentation), and pursuant to DFAR § 227.7202, use duplication or 
disclosure of the Product is subject to the restrictions set forth in this Agreement and any applicable Product Schedule, 
SOW or EPP between MCM and the U.S. Government agency. In the event any technical data are not covered by these 
provisions, it shall be deemed "technical data - commercial items" pursuant to DFAR § 252.227-7015(a). Any use, 
modification, reproduction, release, performing displaying, or disclosing of such technical data shall be governed by the 
terms of DFAR § 252.227-7015(b). 
23.
Survival.  All terms of this Agreement, which by their nature would survive the termination of this Agreement, shall survive 
termination.
SUPPORT & MAINTENANCE AGREEMENT
24.
Maintenance.
24.1. First-Year Maintenance and Support.  Licensee agrees to purchase maintenance and support services (“Maintenance 
Services”) for each Product, as defined in the License Agreement for a period of one (1) year commencing on the 
Acceptance Date applicable to the Product (the “Maintenance Period”).  The Maintenance Period will automatically renew 
for successive one (1)-year periods at the then current rates, unless canceled by either party by written notice at least sixty 
(60) days prior to the expiration of the then current term of the Maintenance Period.
24.2. Maintenance and Support Services.  MCM shall, during the Maintenance Period and subject to payment of the 
Maintenance Service fees specified in the Project Schedule(s) in the License Agreement, provide Licensee with the 
following ongoing Maintenance Services for each Product:
24.2.1.Telephone, Email and Online Support.  Reasonable telephone and email support in the form of advice and counsel 
on Licensee’s use of the Product. Telephone support shall be provided from 8:00 a.m. to 5:00 p.m. (Central Standard 
Time), Monday through Friday, exclusive of those holidays observed by Licensor.  Licensor’s support individuals 
(“Support Representatives”) shall be reasonably competent in the use and operation of the Product.  The Support 
Representatives will act as primary interface to Licensor for support purposes. Licensor will make all commercially 
reasonable efforts to address the problem identified by the Support Representative.  Additionally, Licensee shall 
have access to MCM’s Customer Portal on its Website, giving Licensor access to training manuals, tips and tutorials, 
product documentation, webinars, system patches and Incremental Version Updates.
24.2.2.Material Malfunctions and Defects.  In the event of a material malfunction or defect which does not permit a Product 
to operate substantially in accordance with the Documentation (as defined in the License Agreement), MCM shall 
perform the services described in Section 8.3 of the License Agreement (entitled “Warranties-Remedy”); provided, 
however, that Licensee fulfills the obligations set forth therein and the malfunction or defect occur in a supported 
version of the Product.
24.2.3.Licensee Obligation.  As a condition to Licensor’s obligation to provide the Maintenance Services, Licensee agrees 
to furnish Licensor with all information, materials and/or access as requested by Licensor that may be needed and 
reasonably required for use in replicating, diagnosing and correcting a Product(s) problem reported by Licensee.
24.2.4.Customized Product(s).  Licensor shall not be obligated to provide Maintenance Services for any software other 
than the Product(s) delivered to Licensee. Licensor shall have no obligation to provide Maintenance Services for 
Product(s) that have been customized for Licensee by any party other than Licensor unless Licensee has obtained 
MCM's prior written consent to such modification.  Notwithstanding the foregoing, error corrections shall only be 
provided for customized Products if the reported error is reproducible in the unmodified version.  In such event, 
Licensor shall correct the error in the unmodified version and Licensee shall be responsible for the integration of the 
error correction into the modified version. 
24.2.5.Licensee-Created Support Issues.  If any problem reported to MCM pursuant to this Section 1 of the Support and 
Maintenance Agreement is the result of Licensee’s misuse of the Product(s) or is unrelated to the Product(s), 
Licensee shall reimburse MCM for the services provided to correct such malfunction, defect or nonconformity at 
MCM’s then current published standard rates for such services.  
24.2.6.Incremental Versions.  Incremental Versions shall be provided to the Licensee as soon as such Incremental 
Versions have been made available or offered to any of MCM’s other licensees.  Such Incremental Versions shall 
not degrade the performance, functioning or operation of the Product(s), and MCM agrees to give Licensee all 
reasonably necessary assistance to install the same, at no additional cost to Licensee. For purposes of this 
Agreement, “Incremental Version” means a specific version of a Product containing a similar set of features and

SERIAL 200195-CI
functions as previous version(s), but that is incrementally improved in terms of technical stability and reliability, 
including, without limitation, new versions that effect patches and fixes to a Product (for purposes of clarity, 
Incremental Versions shall be noted by incremental rather than whole version numbers (e.g., Version 1.1, Version 
1.2, Version 1.3, etc.). If MCM releases an Incremental Version of a Product, MCM shall have no further responsibility 
to provide Maintenance Services with respect to the superseded version of the Product, except that MCM will 
continue to provide Maintenance Services for such superseded version of the Product for twelve (12) months 
following the published date of the Incremental Version. 
24.2.7.New Versions.  MCM shall have no obligation or responsibility to provide Licensee with New Versions that may be 
offered for sale by MCM in the future.  For purposes of this Agreement, “New Version” means a specific version of a 
Product containing a significant quantity of new or improved features and functions compared to previous version(s) 
(for purposes of clarity, New Versions shall be noted by whole version numbers (e.g., Version 1.0, Version 2.0, 
Version 3.0, etc.).  If MCM releases a New Version of a Product, MCM shall have no further responsibility to provide 
Maintenance Services with respect to the superseded version of the Product, except that MCM will continue to 
provide Maintenance Services for such superseded version of the Product for the longer of (x) twenty-four (24) 
months following the published date of the New Version and (y) the remainder of the then current Maintenance 
Period. 
25.
Professional Services.  MCM represents that all Support and Maintenance Services and other services to be provided by MCM 
hereunder will be performed by qualified workers, and in a professional and workmanlike manner, and that the services will 
conform to the applicable requirements and specifications and to the standards applicable in the software industry.  MCM agrees 
that if any such service is not in material compliance with this warranty and such non-compliance is brought to MCM’s attention 
within a reasonable time after such services are performed, then as the sole remedy for a breach of this warranty MCM will re-
perform the applicable services at MCM’s sole cost and expense.
26.
Support and Maintenance Service Fees. Licensee shall pay to Licensor the fees for Maintenance Services set forth in the 
applicable Product Schedule(s) as defined in the License Agreement.   If Maintenance Services are acquired directly from MCM, 
then the Licensee is obligated to pay MCM according to the Product Schedule(s).  If Maintenance Services are being acquired 
via a reseller of MCM’s Products, then the Licensee is obligated to pay such reseller according to payment terms and conditions 
agreed-upon between the Licensee and the reseller.
26.1. Maintenance Period Renewal.  The Maintenance Period will automatically renew for successive one (1)-year periods at 
the then current rates, unless canceled by either party by written notice at least sixty (60) days prior to the expiration of the 
then current term of the Maintenance Period.
26.2. Maintenance Service Reinstatement Fees.  In the event Licensee allows a Maintenance Period to lapse after any 
Maintenance Period, or if Licensee wishes to reinstate a previously-terminated Agreement, Licensee may reinstate 
Maintenance Services by paying (i) fifty percent (50%) of the fees for Maintenance Services that would have otherwise 
been payable during the period during which Maintenance Services were not being provided, and (ii) applicable periodic 
fees for the Maintenance Services to be provided during the Maintenance Period.
26.3. Taxes.  The license and Maintenance Service fees payable under this Agreement do not include sales, use or other similar 
taxes. Licensee shall be solely responsible for paying, and shall pay, the full amount of any and all taxes imposed 
concerning the Product(s), Maintenance Services or other services contemplated hereby, excluding taxes based on 
Licensor’s income, and Licensee hereby agrees to indemnify and hold Licensor harmless from and against any such sale, 
use or other taxes that Licensor may be pay or be compelled to pay.  MCM (or any applicable reseller of MCM's Products) 
may elect, in its sole discretion, to issue a separate invoice for such taxes or indicate on the invoice the amount of taxes 
attributable thereto, provided that no such election shall negate Licensee’s obligations set forth in the immediately 
preceding sentence.  
26.4. Payment.  All payments due and payable to MCM hereunder shall be no later than thirty (30) days after Licensee’s receipt 
of the applicable invoice from MCM.  Past due amounts shall survive the termination or expiration of this Agreement.  
27.
Termination.
27.1. Termination by Licensor.  Licensor shall have the right without further obligation or liability to Licensee to terminate the 
Maintenance Services with respect to any Product to which the applicable Maintenance Services fee or any portion thereof 
has not been paid within thirty (30) days after receipt by Licensee of written notice from Licensor that such payment is past 
due. In no event shall termination of the Maintenance Services prevent the Licensee from continuing to use, access, and 
benefit from the licensed Product(s).  
27.2. Bankruptcy Proceedings.  Either party may terminate this Agreement without prior notice upon (i) the filing of a voluntary 
petition in bankruptcy by the other party, or (ii) the passage of one hundred twenty (120) days after the commencement of 
any involuntary proceeding against such other party seeking reorganization, arrangement, composition, readjustment, 
liquidation, dissolution or similar relief under any bankruptcy, insolvency or other similar law, if the proceeding has not been 
dismissed during such one hundred twenty (120) day period.
27.3. Termination by Licensee.  Licensee may terminate this Agreement upon thirty (30) days written notice to MCM. 
27.4. Effect of Termination.   In the event of any termination of this Agreement, Licensee shall not be relieved from making 
payments to MCM for all amounts due hereunder, including payment in full for the Maintenance Services through the end 
of the then current Maintenance Period and for all other professional services rendered through the date of termination.

SERIAL 200195-CI
28.
Warranty Disclaimer.  LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSOR HAS NOT MADE AND MAKES NO 
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EITHER ORAL OR WRITTEN, EITHER EXPRESS OR 
IMPLIED, CONCERNING THE SERVICES TO BE PROVIDED HEREUNDER, AND TO THE FULLEST EXTENT PERMITTED 
UNDER APPLICABLE LAW, LICENSOR SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND 
WARRANTIES CONCERNING SUCH SERVICES, BOTH EXPRESS AND IMPLIED, ORAL AND WRITTEN, INCLUDING, 
WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR 
USE, ACCURACY OF DATA, SYSTEM INTEGRATION, AND ALL WARRANTIES RELATING TO RESULTS TO BE DERIVED 
FROM THE USE OF SUCH SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT.  LICENSEE 
ACKNOWLEDGES THAT IT IS A SOPHISTICATED PARTY TO THIS AGREEMENT AND RECOGNIZES AND AGREES THAT 
THIS PROVISION IS AN INTEGRAL PART OF LICENSOR’S PRICING AND AN IMPORTANT FACTOR IN ITS WILLINGNESS 
TO PERFORM SERVICES HEREUNDER.
29.
Limitations of Liability.  IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, 
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, INCLUDING, 
WITHOUT LIMITATION, DAMAGES FOR LOSS OR DESTRUCTION OF DATA, BUSINESS INTERRUPTION, COSTS OF 
COVER, LOSS OF USE, LOSS OF ANTICIPATED REVENUES OR PROFITS, OR DAMAGES RESULTING FROM OR 
RELATING TO CLAIMS BROUGHT AGAINST LICESEE BY THIRD PARTIES, REGARDLESS OF WHETHER LICENSOR HAS 
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THE LICENSEE CANNOT CLAIM, DEMAND OR SEEK 
RECOVERY FROM LICENSOR OR ITS REPRESENTATIVES FOR ANY OF THE FOREGOING LOSSES OR DAMAGES AND 
LICENSOR WILL NOT INDEMNIFY THE LICENSEE FOR ANY SUCH CLAIMS.  TO THE MAXIMUM EXTENT PERMITTED BY 
APPLICABLE LAW, LICENSOR DISCLAIMS ANY PRODUCT LIABILITY AS A CONSEQUENCE OF LOSS OR DAMAGE TO 
PROPERTY WHICH, IN VIEW OF ITS NATURE, IS NORMALLY INTENDED FOR COMMERCIAL USE.  IN NO EVENT SHALL 
LICENSOR’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH OR RELATING TO THE SERVICES OR THIS 
AGREEMENT EXCEED THE AMOUNT OF THE FEES AND OTHER AMOUNTS ACTUALLY PAID BY LICENSEE TO 
LICENSOR HEREUNDER.  THESE LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, 
WHETHER BASED IN CONTRACT, TORT OR OTHERWISE.  NO CLAIM ARISING IN CONNECTION WITH THE 
PRODUCT(S), DOCUMENTATION, SERVICES OR THIS AGREEMENT MAY BE BROUGHT AGAINST LICENSOR MORE 
THAN ONE (1) YEAR AFTER IT ACCRUES.
30.
Force Majeure.  Except with respect to the obligation to pay money, neither party will be responsible for delays or failures in 
performance resulting from acts beyond the control of such party.  Such acts shall include, but not be limited to, acts of God, acts 
of terrorism, strikes, supplier delays, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the 
fact, fire, communication line failures, power failures, earthquakes or other disasters.
31.
Entire Agreement; Priority; Governing Law.  This Agreement and the Product Schedule(s) referencing this Agreement, along 
with the related SOWs and EPPs, constitute the entire agreement between the parties with respect to the subject matter hereof 
and thereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether 
oral or written, between the parties with respect thereto, and there are no warranties, representations and/or agreements between 
the parties in conjunction with the subject matter hereof except as specifically set forth or referred to herein.  This Agreement 
shall be construed in accordance with and governed by the laws of the State of Florida without regard to any choice of law rules 
that may direct the applications of the laws of another jurisdiction.  
32.
Modifications.  All amendments to this Agreement must be in writing and must be signed by both parties hereto.
33.
Headings. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
34.
Enforceability.  If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and 
enforceability of the remaining provisions shall in no way be affected or impaired thereby.
35.
Assignment.  This Agreement and the rights and duties hereunder shall not be assignable, whether by operation of law or 
otherwise, by Licensee except with the prior written consent of MCM in each instance.   MCM may assign this Agreement and 
its rights and duties hereunder to a third party that acquires MCM, whether such acquisition is structured as an asset purchase, 
a securities purchase, a merger or otherwise. 
36.
Survival.  All terms of this Agreement, which by their nature would survive the termination of this Agreement, shall survive 
termination.

SERIAL 200195-CI
MCM TECHNOLOGY LLC, 3510 VANN ROAD SUITE 105, BIRMINGHAM, AL 35235
PRICING SHEET: NIGP CODE 20855
Terms:
NET 20
Vendor Number:
VC0000001278
Certificates of Insurance
Required
Contract Period:
To cover the period ending April 30, 2025.