MURPHY ELEMENTARY TYLER TECHNOLOGIES ERP IGA.PDF

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MARICOPA
COUNTY

Intergovernmental Agreement between Maricopa County on behaif of the Maricopa

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County School Superintendent's Office and for Educational Enterprise Resource

Planning

This Intergovernmental Agreement (IGA) provides a binding agreement between
the Maricopa County Schoo! Superintendent's Office (hereafter referred to as
*MCSS’), and Murphy Elementary School District No. 21 (hereafter referred to as
“the School District’), collectively “the Parties’, for Educational Enterprise
Resource Planning (ERP) licensing, hosting, maintenance, and support of Tyler
Technologies, Inc.’s School ERP Pro (hereafter referred to as the “ERP System’).
Maricopa County and the Schoo! District are authorized to enter into this IGA under
A.R.S. §11-952 and §15-342(13) for the purposes of exercising joint powers or
contracting for services.

This IGA outlines the responsibilities of each of the parties to manage the ERP
System of record as part of the MCSS ERP System Consortium. The Parties agree
to cooperate and assist each other In meeting the mutual obligations and duties
of each office because it is good public policy and benefit the citizens of Maricopa
County.

3.1 MCSS ERP System Consortlum — is defined as school districts who have
entered into an agreement with MCSS to purchase their ERP software
licensing and have their ERP System hosted as detailed In this document.

3.2 ERP System — is defined as the software licensing and associated hosted
Interfacing applications, as well as technical support, that function as the
financial system of record for schoo! districts participating Inthe MCSS ERP
System Consortium.

TERM OF AGREEMENT

This IGA is for five (5) years, beginning July 1, 2024, and ending June 30, 2029,
unless terminated earlier by the Parties as set forth herein.

5.0 RESPONSIBILITIES OF THE PARTIES
MCSS Responsibilities:

5.1.

5.1.1

5.1.2

5.1.3

5.1.4.

5.1.5"

5.1.6

5.1.7

5.18

5.1.9

Ensure that the. ERP System Is kept current on software updates.
Not all released updates apply to or affect MCSS hosted districts.
Some minor releases may be skipped or delayed.

Ensure that the ERP System Is current with supported 3” party
products that it requires.

Maintain the ERP System hardware in good working order and
provide sufficient disk space to allow ready access to at least 7
years of historical School District data.

Conduct non-critical software updates outside of normal business
hours. Provide School District a minimum 48-hour notice, via email
or other notification, of scheduled outage. Critical updates may
require a shorter notice depending on the severity of the Issue.

Back up.all School District data nightly and keep data for a perlod
of at least 15 days before overwriting or deleting. Store monthly
backup files for a period of 12 months. Store yearly backups to
accommodate any applicable Public Records Retention Schedules.
Provisional databases are not backed up due to their temporary
nature.

Inform School District when any action taken by MCSS results in
the modification of School District data.

Protect School District data against unauthorized access, following
best practices of data security.

Allow contracted software vendors access to requested data for
the purpose.of resolving technical Issues in the course of providing

support.

Maintain ERP Systems Identity Provider (Active Directory) and
security.

5.1.10 Provide the Schoo! District with necessary Instructions,

documentation, and licenses to ensure that the School District
usere can connect to the ERP System.

5.1.11 Provide support services outlined and attached hereto as

Attachment.1, Exhibit D.

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5.2

5,1.12 Invoice the Schoo! District for software licensing, hosting,

maintenance, and support as outlined in Section 15.0 of this IGA.

The School District Responsibilities:

5.2.1

5.2.2

5.2.3

5.2.4

5.2.5

5.2.6

§.2.7

5.2.8

5.2.9

Provide MCSS with proper authorization for all user account
updates for access to the ERP System.

Inform MCSS of changes related to the termination of key
personnel or consultants with access to the ERP System in a timely
manner.

Provide MCSS key application support personnel and contracted
vendor with needed access to School District's ERP system and
data for the purpose of resolving technical issues In the course of
providing support.

Maintain and manage Users and User Roles in the ERP System as
applicable.

Maintain and manage all local security In the ERP System as
applicable.

Maintain accuracy and integrity of all date within their District's
databases.

Comply with all requests from MCSS made in good faith related to
processes or procedures to ensure data Integrity and smooth
operations.

Provide Internet connectivity and compatible equipment for all
School District users of the ERP System.

Attend training as needed to remain current on third-party software
and processes.

5.2.10 Pay MCSS within 30 days based on invoices received and as

outlined in Section 15.0 of this IGA. Failure to pay could result in
termination of this agreement and the School District's ERP system
access, licensing, hosting, maintenance, and support. Disputed fees
and expenses in all terminations must have been submitted in
coordination with MCSS as invoice disputes in accordance with
Section F (2) of the LICENSE AND SERVICES ADDENDUM
(Attachment 1).

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6.0. EMPLOYMENT

6.2.

_-The employees providing support shall'be MCSS employees, and MCSS

will be responsible for. payment of the employees’ salaries and benefits,

For purposes of A.R.S. §23-1022 only, the employees shall be deemed to
be employees of both MCSS and the School District, although MCSS shall
‘be solely.responsible for the payment of workers’ compensation benefits.
-Both:MCSS and the Schoo! District shail post a notice pursuant to A.R.S.

§23-906, in substantially the following form:

7.1

7.2

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TA

This IGA is subject to cancellation in accordance with the provisions of

ARS. §38-511.

In the event conflict arises, the Parties agree to make every effort to

.teconcile.conflicts and make reasonable provisions to ensure neither party

will suffer as.a consequence of conflict.

- fither party may terminate this IGA any time upon delivering a written
- notice of termination to the other party three months (3) In advance of the
- requested date of termination. Such notice shall be given by personal

‘delivery or by Registered or Certified mail.

This.IGA may be terminated by mutual written agreement of the parties
specifying the termination date therein.

“The Parties. do not anticipate the joint acquisition of property In the

performance of each Party's respective duties and obligations pursuant to
the terms of this Agreement. Any property purchased by a Party in the

performance of:sald Party's duties and obligations pursuant to this

Agreement shall be-returned to the purchesing Party within Thirty (30)

‘calendar days of the termination of this Agreement for any reason.

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10.0

11.0

AMENDMENTS

The Parties may amend this IGA only by written amendment signed by both
Parties.

INCORPORATION OF DOCUMENTS
9.1. The following are to be attached to and made part of this Contract:

9.1.1 Attachment 1 — Contract by and between Maricopa County and.
Tyler Technologies, Inc.

NOTICES

Communication and details concerning this IGA shall be directed to the following
contract representatives:

Maricopa County: School District:

Heather Mock Linda Cordova

Asst. Superintendent of Econ. Mgmt. Business Manager

Office of the Maricopa County Murphy Elementary School
School Superintendent District

4041 N. Central Ave, Suite 1100 3140 W Buckeye Rd.
Phoenix, Arizona 85012 Phoenix, AZ 85009
heather mock@maricopa.gov Icordova@msdaz.org
602-506-2068 602-353-5058
EMPLOYMENT DISCLAIMER

11.1 This IGA is not intended to constitute, create, give rise to, or otherwise
recognize a joint venture agreement, partnership, or other formal business
association, or organization of any kind, and the rights and obligations of
the Partles shall be only those expressly set forth in this IGA.

11.2 The Parties agree that there will be no discrimination as to race, sex,
religion, color, age, creed, or natlonal origin In regard to obligations, work,
and services performed under the terms of any contract ensuing from this
engagement. The Parties will comply with Executive Order No. 11246,
entitled “Equal Employment Opportunity", and as amended by Executive
Order No. 11375, as supplemented by the Department of Labor Regulations
(41 CFR, Part 60).

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To the. extent allowable by law, each party (as “Indemnitor”) agrees to indemnify,
.defend; and.hold harmless the other party (as “Indemnitee”) from and against any
and all:claims, losses, Itability, costs, or expenses (including reasonable attorneys’
fees). (hereinafter collectively.referred to as “Claims") arising out of bodily Injury
‘(Including death) of any person or property damage, but only to the extent that
such: Claims: which result in -vicarious/derivative llability to the Indemnitee, are
caused: by: the act, omission, negligence, misconduct, or other fault of the
‘Indemnitor, its officers, officials, agents, employees, or volunteers.

13.1 Each party shall comply with all applicable laws, ordinances, Executive
Orders, rules, regulations, standards, and codes of the federal, state, and
focal governments whether or not specifically referenced. herein.
‘Specifically, the following apply:

13:1.1 Unless exempt under Federal law, both Parties shall comply with Title
VII of the -Civil Rights Act of 1964, as amended, the Age
Discrimination in Employment Act, and State Executive Order No. 75-
5, as updated in State Executive Order No. 99-4, which mandates that
all persons, regardless of race, color, religion, sex, age, national
origin,.or political affillation, shall have equal access to employment
opportunities. Both Parties shall comply with the Rehabilitation. Act
of 1973, as amended, which prohibits discrimination In the
employment of qualified persons because of physical or mental
disability. Both Parties shall comply with the requirements of the Fair
Labor Standards Act of 1938, as amended.

13.1.2 Both Parties shall comply with Title VI of the Civil Rights Act of 1964,
which prohibits the denial of benefits of, or participation in, contract
services on the basis of race, color, or national origin. Both Parties
shall comply with the requirements of Section 504 of the
Rehabilitation; Act of 1973, as amended, which prohibits
discrimination on the basis of disability, In delivering contract
services; and with Title Ill of the Americans with Disabilities Act, and
the Arizona Disability Act, which prohibit discrimination on the basis
of physical or mental disabilities in the provision of contract
programs, services, and activities.

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14.1

14.2

15.1

By entering into this IGA, the Parties represent and warrant compliance with
the Immigration and Nationality Act (8 U.S.C. §§ 1101, et seq.) (INA) and all
other Federal and State immigration laws and regulations related to the
Immigration status of their employees. The Partles shall obtain statements
from any Subcontractors certifying compliance and shail furnish the
statements to the Department upon request. These representations and
warranties shall remain in effect throughout the term of this IGA. The
Parties and any Subcontractors shall also maintain Employment Eligibility
Verification forme (1-9), as required by the U.S. Department of Labor's
Immigration Reform and Control Act of 1986 (Pub. L. No. 99-603), for all
employees performing work under this IGA. [-9 forms are available for
download at USCIS.GOV.

The Parties warrant that they are in compliance with A.R.S. §41-4401 (E-
Verify requirements) and further acknowledge:

14.2.1 That the Partles and its Subcontractors, if any, warrant their
compliance with all Federal immigration laws and regulations that
relate to their employees and their compliance with A.R.S. §23-214;
and shall keep a record of the verification for the duration of the
employee's employment or at least three (3) years, which is longer;

14.2.2 That a breach of a warranty under subsection 14.1 above shall be
deemed a material breach of this IGA and the County may
immediately terminate this IGA without liability; and

14.2.3 That the County and any contracting govemment entity retains the
legal right to inspect the papers and employment records of any
party or Subcontractor employee who works on this IGA to ensure
that the party or Subcontractor is complying with the warranty
provided under subsection 14.1 above and that the party agrees to
make all papers and employment records of said employee(s)
available during normal working hours in order to facilitate such an
Inspection.

15.0 PAYMENT

MCSS shall invoice and receive reimbursement from the Schoo! Disirict
within 30 days for the following costs calculated from a combination of

software licensing and support, School District user count, ADM, and MCSS
support staff:

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15.1.1 The cost for the School District's ERP System annual software
licensing—Fiscal year 2025 (7/1/2024-6/30/2025) costs will be
$24,978.71, plus any applicable taxes. Fees for fiscal years 2026
through 2029 ‘shall be subject to Increases of no more than five
percent (5%) year over year.

15.1.2 The costs for MCSS to host and publish the ERP System to be
accessed over the Internet and costs associated with MCSS support
employees~Fiscal year 2025 (7/1/2024-6/30/2025) costs will be
$7,746.81. Fees for fiscal years 2026 through 2029 shall be subject
to Increases of no more than five percent (5%) year over year.

15.2 The School District shall obtain and fund their connection to the Internet.

The Parties to this IGA acknowledge that they are aware that the Civil Services
Division af the Maricopa County Attorney's Office (Civil Division) may be chosen
as the attomey for other Partles to this agreement, and the signing party
acknowledges that it is aware of a potential conflict of interest, and It waives any
claim. of conflict of interest, which may arise by virtue of Civil Division's
representation of other Parties to this agreement.

17.0 COMPLETE AGREEMENT
This: IGA contains the full and final agreement of the Parties and supersedes any

prior agreement or understandings between the Parties, either written or verbal,
dealing-with the same subject matter.

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FOR AND ON BEHALF OF MARICOPA FOR AND ON BEHALF OF SCHOOL

COUNTY: DISTRICT:

Maricopa County School Superintendent School District Representative
Aulnee

Date Date

Chairman, Board of Supervisors

Date

ATTEST:

Clerk, Board of Supervisors

Date

Pursuant to A.R.S. §11-952, legal counsel has determined that this Intergovernmental
Agreement is within the powers and authority granted under the laws of the State of
Arizona.

“

Attorney for Maricopa County Attofndy for Schoo! District
1/16/2025 oo;
Date Date

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Attachment 1

‘CONTRACT Educational Enterprise Resource
Planning 240128-IGA

This contract. ‘Agreement’ or “Contract’) Is entered into the &th day of August, 2024 by and between
Maricopa. Coumity. ("County” or “Cllent’), a. political eubdivision of the State of Arizona, and Tyler
Technologies inc.,-a Delaware corporation (“Contractor” or “Tyler”), for constituent school districts of the
.Courity fo. continue ‘the licensing of or access to and maintenance and support of Tyler's proprietary
aducation-focised Enterprise. Resource Planning (ERP) system known as Schoo! ERP Pro.

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CONTRACT TERM

‘This Contract is fora term of five (5) years, beginning on July 1, 2024 ("Effective Date") and ending
‘on dune 30, 2028, unless earlier terminated as set forth herein.

In connection. with.the termination-of this Contract for any reason, and only upon the execution of
@. mutually egreed change order.or addendum, the Contractor shall make all commercially

‘reasonable. efforts for an orderly transition of its duties and responabilities. 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 tranaltion Includes the transfer

_of-all, records: and other data In ‘the possession, custody, or contro! of the Contractor that are

raquuired:to ‘be provided:te the County elther by the terms of this Agreement or as a matter of law.
‘The: parties: shall reasonably cooperate during the transition. Client shall relmburse Tyler for all

transition: ‘services. provided: by. Tyler at Tyter’s then-current rates, plus reasonable costs, and

expenses; as set forth In the parties’ executed change order or addendum. The provisions of this
clause shall.survive the expiration or-tarmination of this Agreement.

PAYMENTS -

3.4. Ag-tonstderation. for performance of the dutles described herein, County shail pay

Contractor the sums stated:In Exhibit B — Investment Summary.
32 Payment shall be made within forty-five (45) days of County's receipt of the Invoice.

3.3 INVOICES

3.3.1 The Contractor shall submit one fegible copy of their detalled invoice before
payment(s} will be mada. Incomplete Invoices will not be processed. Ata

3.4

3.3.2

3.3.3

3.3.4

minimum, the invoice must provide the following information, in all cases to the
extent applicable:

Company name, address, and contact Information
County bill-to name and contact information
Contract serial number

County purchase order number

Invoice number and date

Date(s) of service or delivery

Quantity

Description of purchase (product or services)
Extended price

Freight (If applicable)

Mileage with rate (If applicable)

Total amount due

Problems regarding billing or Invoicing shall be directed to the department as listed
on the purchase order.

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 (if not
praviously done) complete the Vendor Reglatratlon Form located on the County
Department of Finance Vendor — Web Slte

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 defivery capabllitles with thelr
designated financial institution for accese to those details.

APPLICABLE TAXES

3.4.1

3.4.2

3.4.3

It Is the responsibility of the Contractor to determine any and alll applicable taxes.
The feas In the Investment Summary do not include any taxes, including, without
limitation, sales, use, or excise tax. if County Is a tax-exempt entity, County agrees
to provide Contractor with a tax-exempt certificate. Otherwise, Contractor will pay
ail applicable taxes to the proper authorities and County will reimburse Contractor
for such taxes. tf County has a valld direct-pay permit, County agrees to provide
Contractor with a copy. The legal liability to remit the tax is on the entity conducting
business In Arizona. Tax Is not a determining factor in contract award.

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 Contractor has
questions regarding Ite tax llability, seek advice from a tax professional prior to
submitting its bid. Contractor may also find § Information at
hvev/aztor.gov/businees. Once the bid Is submitted, the offer Is valid for the time
specified in this solicitation, regardiess of mistake or omission of tax lability. If the
County finds overpayment of a project due to tax consideration that was not due,
the Contractor will be llable to the County for that amount, and by contracting with
the County agrees to remit any overpayments back to the County for
miscalculations on taxes included in a bid price.

Tax Indemnification: Contractor and ail subcontrectors shail pay all Federal, State,
and local taxes applicable to their opsration and any persons employed by the

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Contractor. ‘Contractor shell, and require all subcontractors to, hoki the 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. estabiish,.to the satisfaction of County, that any and all fees
and taxes due to municipaiiity or the State of Arizona for any license or transaction
privilege taxes, use taxes, or similar excise taxes are currently pald (except for
- matters. under legal. protest).

AVAILABILITY.OF FUNDS; TERMINATION FOR LACK OF APPROPRIATIONS.

4A.

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The County shall be the sole judge and authority In determining the availablity of funds

‘under this Contract. County:shall keep the Contractor fully Informed as to the availability of
funds, If County should not appropriate or otherwise receive funds sufficient to purchase,
Jeage,.operate, or maintain: the software or services eet forth in this Agreement, County

may. unilaterally terminate thie Agreement upon thirty (30) days’ written notice to
Contractor, County will not be entitled to a refund or offeet of previously paid license and
other.fees.-County agrees ‘not to use termination for lack of appropriations as a substitute
fortermination for convenience: In the event of termination for lack of appropriation, County
will pay. Contractor for all undisputed fees and expenses related to the software, products,
and/or services. County has:recelved, or Contractor has Incurred or delivered, prior fo the

’ effective. date.of termination. Disputed fees and expenses in all terminations must have
“been:submitted as invoice disputes in:accordance with Section F (2) of the LICENSE AND

‘SERVICES ADDENDUM.
If. any action is taken by any State agency, Federal department, or any other agency or

_Instrumeniality.to suspend, decrease, or terminate its flecal obfigations under, or in
-eonnection, with, this-contract; County may amend, suspend, decrease, or terminate its
‘obligations under, or.in connection with, this Contract, In the event of tamination, County

shail be liable for payment-only for services rendered prior to the effective date of the
terminetion. Gounty shail give written notice of the. effective date of any suspension,
amendment, or tatmination under this. eection, at least thirty (90) days in advance, and as
further set forth above in Section 4.1.

‘DUTIES

The Contractor shall perform alll duties as stated in this Contract, or as otherwiee agreed to In writing

TERMS AND CONDITIONS

6.1

INDEMNIFICATION

6.1.1. To the fullest extent permitted by law, and to the extent that claims, damages,
losees; or expanses are not covered and paid by Insurance purchased by the
Contractor, tha:Contractor shall defend, indemnify, and hold harmless the County
(as Owner), its agents, representatives, officers, directors, officials, and employees
frarn and sgalnst.all claims, damages, losses; and expenses (Including, but not
limited: to altomeys" fees, court costs, expert wiiness fees, and the costs and
-attomeys’ fees for: appellate proceedings) —other than those claims specifically
fisted: In section.6:1.2. below—to the extent caused by or alleged to have been
caused ‘by: the. negligent acts, errors, or omissions of the Contractor, a
subcontractor, or anyone employed by them relating to the performance of this
Contract County must-notify Contractor promptly In writing of the claim and give
‘Contractor sole-contro! over lis defense or settlement, except where settlement

6.2

6.1.2

6.1.3

6.14

involves a County obligation or does not release County from further llability.
County agrees fo provide Contractor with reasonable assistance, cooperation, and
information in defending the claim.

To the fullest extent permitted by law, 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 attomeys’ fees, court costs, expert
witness fees, and the costs and attomeys' fees for appellate proceedings) for
(a) personal Injury or property damage to the extent caused by the negligence or
wilful misconduct or the Contractor, or (b) Contractor's violation of PCI-DSS
Requirements or a law applicable to Contractor's performance under this Contract.
County must notify Contractor promptly In writing of the claim and give Contractor
sole control over its defense or settlement, except where settlement Involves a
County obligation or does not release County from further liability. County agrees
to provide Contractor with reasonable assistance, cooperation, and Information in
defending the claim.

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.

The scope of this indemnification does not extand to the sole negligance of County.

INFRINGEMENT DEFENSE AND INDEMNIFICATION

6.2.1

8.2.2

6.2.3

6.2.4

Contractor will defend County against any third-party claim(e) that the Tyler
Software er Documentation infringes that third party's patent, copyright, or
trademark, or misappropriates its trade secrets, and will pay the amount of any
resulting adverse final judgment (or settlement to which Contractor consents).
County must notify Contractor promptly in writing of the claim and give Contractor
sole control over its defense or settlement. County agrees to provide Contractor
with reasonable assistance, cooperation, and information in defending the clalm at
Contractor's expense.

Contractor's obligations under this Section 6.2 will not apply fo the extent the claim
or adverse final judgment Is based on County's use of the Tyler Software in
contradiction of this Agreement, including with non-licensed third parties, or
County’s wiliful Infringement.

If Contractor receives Information concerning an Infringement or misappropriation
claim related to the Tyler Software, Contractor may, at Contractor's expense and
without obligation to do so, either: (a) procure for County the right to continue Its
use; (6) modify It to make It non-infringing: or (c) replace it with a functlonal
equivalent, In which case County will stop running the allegedly infringing Tyler
Software immediately. Altematively, Contractor may decide to litigate the clalm to
Judgment, in which case County may continue to use the Tyler Software consistent
with the tems of this Agreement.

If an infringement or misappropriation claim Is fully litigated and County's use of
the Tyler Software is enjoined by a court of competent jurisdiction, In addition to
paying any adverse final Judgment (or settiement to which Contracior consents),
Contractor will, at Contractor's option, either: (a) procure the right-to continue its
use; (b) modify it to make St non-infringing; or (c) replace it with a functional
equivalent This section provides County's exclusive remedy for third party

8.3

6.2.5

6.2.6

‘6.3.1

6,32

6.3.3

6.3.4

copyright patent, or trademark Infringement and trade secret misappropriation
8,

Exceptions
Centractor will have no defense or Indemnity obligation for any Claim based on:

6.2.5.1. modifications by someone other than Contractor,

8.2.5.2 software has been modified by Contractor in accordance with County-
provided specifications or instructions;

6.2.5.3 use or combination by the County of software with Third-Party Products,
open source, or freaware technology;

6.2.5.4 Third-Party Products, open source, or freeware technology,

6.2.6.5 @ 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;

6.2.5.6 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 to the extent
County did not provide Contractor with a reasonable opportunity to
Implement Contractor's suggestions, or

6.2.5.7 the amount of revenue or profits eamed, or other value obtained by the
use of products, or the amount of use of the products.

The foregoing states Contractor's entire Itablfity, 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.

INSURANCE

Contractor; at Contractors own expense, shall purchase and maintain, at 2
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 B44, In feu 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.

All insurance required herein shall be maintained In full force and effect until all
work of.service required to be performed under the terms of the Contract Is
satisfactorily completed and formally accepted.

Ini the event that the insurance required is written on a clalms-made basis,
continuous coverage will be maintained for a period of two years beginning at the
time. work.under this Contract is completed.

Contractor's Commercial General Liability and Automobile Liability ineurance shall
be primary insurance-as respects County, and any Insurance or self-insurance
malntalned.by County shall not contribute to it.

6.3.5

6.3.8

6.3.7

6.3.8

The insurance policies may provide coverage that contains deductibles or self-
Insured retentions. Contractor shall be solely responsible for the deductible and/or
self-insured retention.

Contractor's Commercial General Liability and Automoblile Liability insurance shall
Include County, Its agents, representatives, officers, directors, officials, and
employees as additional insureds,

Contractor's Commercial General Liability and Automobile Liability Insurance shall
contain a waiver of transfer of rights of racovery (subrogation) against County, its
agents, representatives, officers, directors, officials, and employees for any claims
arising out of Contractor’s work or sarvice.

If available, the Commercial General Liabliity and Automoblle Liability Ingurance
policies required by this Contract may be combined with Commercial Umbrella
ingurance policies to meat the minimum limit requiraments. If a Commercial
Umbrella Insurance policy ts utilizad to meet Insurance requirements, the
Certificate of Insurance shall indicate which lines the Commercial Umbrella
Insurance covers.

6.3.8.1 Commercial General Liability

Commercial General Llabllliy {CGL) Insurance and, If necessary,
Commercial Umbrella Insuranca 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 coverege for premises liability, bodlly 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.

6.3.8.2 Automobile Liability

CommercialBusiness 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,

6.3.8.3 Workers’ Compensation

6.3.8.3.1 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 Employers
Liabllity Insurance of not less than $1,000,000 for each
acekient, $1,000,000 disease for each employes, and
$1,000,000 disease policy limit.

6.3.8.3.2 Contractor waives all rights of subrogation against this
Contract and its agents, officers, directors, and employees
for claims under Contractar'e Automobile Liability and
Commercial General Liabllity polices that arise out of or
relate to the Contract and are between County and

6.3.9

6.3.8.4

6.3.8.5

6.3.8.6

6.3.0.1

6.3.9.2

6.3.9.3

6.3.9.4.

Contractor, except to the extent the damage or Injury is
caused by County.

Errora and Omisstons/Professional Liability Insurance

Technology Errors & Omission insurance: Such inaurance shail cover
any and all errors, omissions, or negligent acts in the delivery of
products, services, and/or licensed programs under this Contract.

e Each claim $5,000,000

In the event that the Technology Errors & Omlsaion Insurance required
by this. Contract Is written on a claime-made basis, either continuous
coverage.:will be maintained or an extended discovery period will be
exercised for a perlod of two years, beginning at the time work under
this Contract Is completed.

Crime

Contractor shall maintain Commercial Crime Liability Insurance with a
limit of not leas than $1,000,000 for each occurrence, The policy shall
Include, but not be limited to, coverage for employes dishonesty, fraud,
theft, or embezzlement.

Cyber, Network Security, and Privacy Liability

Cyber, Network Security and Privacy Llabillty insurance with a limit of
not less than $5,000,000 on a claime-made basis.

’ Certificates of Insurance

Contractor shall furnish the County with valid and completa Certificates
of Insurance, or formal endorsements aa required by the Contract,
kssued by. Contractor's insurer(s), as evidence that policies providing the
required: coverage, conditions and Iinits required by this Contract are In
full force. and effect

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.

Renewal certificates of insurance will be provided as close as
practicabile to the-date the applicable policy or policies is/are renewad.

Certificates of Insurance shall Identify Maricopa County as the certificate
holder as follows:

Maricopa County

clo Risk Management

301 W Jefferson St, Suite 910
Phoenkx, AZ 85003

84

65

6.6

6.7

6.3.10 Cancellation and Expiration Notice

Contractor will provide County with notice of cancellation or non-renewal, or
reduction in Contractor's insurance coverages below the minimum requirements
gat forth in the Contract, within thirty (30) days thereof unless replaced. Such notice
shall be sent directly to Maricopa County Office of Procurement Services and shall
be mailed, or hand delivered to 301 W. Jefferson St., Suits 700, Phoenix, AZ
85003.

FORCE MAJEURE

6.4.1

64.2

6A3

Neither party shall be Ilable for failure of performance, nor Incur any Ifabllity fo 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 ceused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes include, but are not limited to,
acts of God/nature (including fire, flood, earthquake, storm, hurticane, or other
natural disaster), war, Invasion, act of foreign enemies, hostllities (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
fallure of electricity or telecommunication service, and pandemic.

Each party, as applicable, shall give the other party notice within ten (10) business
days of the Force Majeure event of its inability to perform and particulars in
reasonable detall of the cause of the inability. Each party must use best efforts to
remedy the situation and remove, as soon es pracilcable, the cause of its inabliity
to perform or comply.

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 Ilkellhoed or actual
occurrence which would Justify such an assertion, so that other prudent
precautions could be contemplated.

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 Aide (CAPA) with a
purchase card for payment.

PURCHASE CARD ORDERING CAPABILITY

County may opt to use a purchase card (Visa or Master Card) to make payment for orders
under this Coniract.

NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION

This Contract does not guarantee any minimum or maximum purchases wil be made.
Orders will only be placed under this Contract when the County Identifies a need and proper
authorization and documentation have been approved.

6.10

6.11

6.12

PURCHASE ORDERS

Purchage orders submitted by.the County are for the County's internal administrative
purposes, and.the terms and conditions contained in those purchase orders will have no
force or effect to any extent they deviate from the terms of his contract. County reserves
the: right to-correct errors in its own purchese orders within a reasonable period of time
after Issuance,

BACKGROUND CHECK
Contractor's employees undergo criminal background checks prior to hire. All employees

sign Contractor's confidentiality agreement and security policies. Additional background

checks for Coritractor personnel may be required by law or County or constituent school
district policy.and when required shall! be performed. This applies to, but Is not limited to,
the. company, subcontractors, and employees, and the failure to pass these checks may
oe County requiring the Contractor to reassign personnel who do not pase these

STOP WORK ORDER

6.10.1 The procurement officer may, at any time, by written order to the Contractor,
tequire the Contractor to stop alll, 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
gtaps to minimize the Incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a perlod of 80 calendar days after a
stop work order Is delivered to the Contractor, orwithin any extension of that period
to which the parties shall have agreed, the procurement officer shall either:

6.10.1.1 cancel the stop work order; or

6.10.12 terminate the work covered by the order as provided In the Termination
for Default or the Termination for Convenience clause of this contract.

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, ifthe. Contractor demonstrates that the stop work order resulted inan
bens In costs to the Contractor or otherwise requires a change to the project
schedule.

TERMINATION FOR CONVENIENCE

The County. may terminate this Contract for convenience by providing 60 calender days
advance written notice tothe Contractor. In the event of termination for convenience,
County wil pay Contractor for all undisputed fees and expenses related to the software,
products, and/or services Client has recelved, or Tyler has Incurred or delivered, prior to
the effective date of termination. Disputed fees and expenses in afl terminations other than
County's: termination for cauge must have been eubmitted as Invoice disputes in
accordance with Section F (2) of the LICENSE AND SERVICES ADDENDUM.

TERMINATION FOR DEFAULT

6.12.1 For Cause. if County believes Contractor has materially breached this Agreement,
County will Invoke the Dispute Resolution clause set forth In Section 6.46. County

6.13

6.14

6.15

may terminate this Agreement for cause in the event Contractor does not cure, or
create a mutually agreeable actlon plan to address, a material breach of this
Agreement within the thirty (30) day window set forth in Section 6.46. In the event
of termination for cause, County will pay Contractor for all undisputed fees and
expenses related fo the software, products, and/or services County has received,
or Tyler has Incurred or delivered, prior to the effective date of termination.

6.12.2 Insolvency. The County shall! have the right to terminate this Contract at any time
In the event Contractor files a petition In bankruptcy, or is adjudicated bankrupt, or
if a petition in bankruptcy is filed against Contractor and not discharged within thirty
(30) days; or if Contractor becomes Insolvent or makes an aselgnment for the
benefit of its creditors or an arrangement pureuant to any bankruptcy law; or if a
recelver Is appointed for Contractor or Its business. In the event of termination for
insolvency, County will pay Contractor for all undisputed fees and expenses
related to the software, products, and/or services County has received, or Tyler
has incurred or delivered, prior to the effective date of termination.

WARRANTY OF SERVICES

The Contractor warrants that it will perform the services In a professional, workmanilke
manner, consistent with Industry standards. In the event Contractor provides services that
do not conform to this warranty, Contractor will re-perform such services at no additional
cost to County.

INSPECTION OF SERVICES

6.14.1 During anew implementation, County has the right to inspect and test the software
prior to go-live. County shall perform inspections and tests in a manner that will not
unduly delay the work and in accordance with the applicable statement of work for

6 software.

6.14.2 Regarding a new Implementation, If any of the services do not conform to contract
requirements, County may require the Contractor to perform the services again In
conformity with contract requirements, at no cost to the County. When the defecte
In services cannot be corrected by re-performance, County may:

6.14.2.1 require the Contractor fo take necessary action to ensure that future
performance conforms to contract requirements; and

6.14.2.2 mutually agree with Contractor on a reduction In contract price to reflect
the reduced value of the services performed.

6.14.3 Regarding a new Implementation, If the Contractor fails to promptly perform the
services again or to take the necessary action to ensure future performance in
conformity with contract requirements, County may:

6.14.3.1 terminate the contract after notlce and an opportunity to cure in
accordance with the Contract terms.

USAGE REPORT

The Contractor shall furnish the County a usage report, upon request, delineating the
acquisition activity govemed 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.

6.16

6.17

6.18

‘6.19

8.20-

‘6.21

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 employse 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.ta any person significantly involved in initiating, negotlating,
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.

SUBCONTRACTING; ASSIGNMENT; BINDING EFFECT

6.17.1 This Agreement shall be binding on, and shall be for the benefit of, the parties’
successors and permitted aselgns. Neither party may assign to another Contractor
or subcontract to. another party for performance of the terms and conditions hereof
after the Effective Date without the written consent of the other; provided, however,
County's consent is not required for an assignment by Contractor as a result of a
corporate reorganization, merger, acquisition, or purchase of substantially all of
Contractor’s assets.

6.17.2 The subcontractor’s rate for the Job shall not exceed that of the prime Contractor's
tate, as bid In the pricing section, unless the prime Contractor Is willing fo absorb
any higher rates. The subcontractor’s Invoice shall be invoiced directly to the prime
Contractor, who.in tum shall pass-through the costs to the County, without mark-
up copy of the-subcontractor’s Involoe must accompany the prime Contractor's
Involce.

AMENDMENTS

All arnendments to.this Contract shail be In writing and approved/signed by both parties.
The County: Office.of. Procurement Services shall be responsible for approving all
amendments for The County.

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 reducad proportionately
to. the amount of service: reduced in accordance with the bid price. If additional materiais
or: services: are required-from a Contract, prices for such additions will be negotiated
between:the Contractor and the County.

RIGHTS.IN DATA

The County shall have the use of its own data and reports resulting from a contract without
additional.cost or other restriction except as may be established by law or applicable

‘regulation.

ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW

6.21.1 {n accomance with Sectlon MC1-372 of the Maricopa County Procurement Code,
the Contractor agrees fo retaln (physical or digital coples of) all books, records,
accounts, stataments, reports, files, and other records and back-up documentation