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AMENDMENT #2 TO
Master Agreement SERIAL 220158-CI
This Second Amendment (“Amendment”) is made and entered into this 29th day of
January, 2025, and modifies that certain Master Agreement Serial 220158-CI (also, “Agreement”)
dated February 23, 2022 by and between Maricopa County, a political subdivision of the State of
Arizona, (“County” or Customer”) and Intergraph Corporation, through its Hexagon Safety,
Infrastructure and Geospatial division (“Hexagon”) [hereafter, “Party” or “Parties].
WHEREAS, the Parties continue to agree that as the manufacturer of the software
products, Intergraph Corporation, through its Hexagon Safety, Infrastructure & Geospatial
division provides unique value in supporting the elements of the software directly provided
by Hexagon; and
WHEREAS, the Parties continue to agree that only Hexagon may directly provide
the maintenance and support services for all of these products to County; and
WHEREAS, the Parties seek to continue that unique relationship whereby
Hexagon will make available to County certain proprietary software, including related
proprietary Documentation; software maintenance services; Equipment/Content;
DevTools; Cloud Programs; and professional services; and other items, which will be
provided to County pursuant to the Agreement as amended.
WHEREAS, the Parties executed Amendment #1 to the Agreement on February
28, 2024 to extend the Term of the Agreement and make additional changes to the
Agreement as required by law.
WHEREAS, the Parties seeks to extend the Term of the Agreement to February
28, 2027, with an option for the County to renew for an additional year.
NOW THEREFORE, in consideration of the foregoing and the mutual promises and
agreements set forth herein, the receipt and sufficiency of which is hereby acknowledged,
Hexagon and County, by their signatures below, agree as follows:
1. The Agreement shall be further amended as follows:
a. Section 5.1 (Term) of the Hexagon MASTER TERMS AND CONDITIONS is
deleted and replaced with:
Term. The Term of the Master Agreement shall begin on the Effective Date
and remain in effect until February 28, 2027 or until the Master Agreement
is earlier terminated pursuant to the terms set forth herein or by mutual
agreement of the Parties. County may, at its option and at the County’s sole
discretion, renew the Term of this Master Agreement for an additional year.
County shall notify Hexagon in writing of its intent to extend the Master
Agreement Term at least sixty (60) calendar days prior to the expiration of
the original Term. An Order that is executed prior to the expiration of the
Term of the Master Agreement shall be governed by the Master Agreement
even if the Master Agreement Term expires during the performance of the
Order. To the extent County executes an Order pursuant to later issued
master terms, then this Master Agreement shall terminate upon completion
of all Orders executed hereunder regardless of the amount of time remaining
in the Term.
3.
In the event of a conflict between this Amendment and the Agreement, the terms
and conditions of this Amendment shall govern.
4.
This Amendment may be executed in counterparts, each of which when so
executed shall be deemed an original and all of which when taken together, shall
constitute one and the same instrument. This Amendment shall become binding when
one or more counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as the signatories hereto.
5. All other terms and conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the County and Hexagon have caused this Amendment to be
executed.
INTERGRAPH CORPORATION, through
its Hexagon Safety, Infrastructure &
Geospatial division
MARICOPA COUNTY, ARIZONA
Authorized Signature
Date
Chairman, Board of Supervisors
Date
Intergraph Representative’s Printed Name and Title
ATTESTED
Clerk of the Board
Date
APPROVED AS TO FORM
Deputy County Attorney
Date