#44 AVONDALE ESD ERP IGA - SIGNED.PDF

8.0 
AMENDMENTS 
The Parties may amend this IGA only by written amendment signed by both 
Parties. 
9.0 
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. 
10.0 NOTICES 
Communication and details concerning this IGA shall be directed to the following 
contract representatives: 
Maricopa County:
Dajana Zlaticanin
Chief of Staff
Office of Maricopa County School
Superintendent’s Office
4041 N. Central Avenue, Suite 1100
Phoenix, Arizona 85012
dajana.zlaticanin@maricopa.gov
602-372-7325
11.0 EMPLOYMENT DISCLAIMER 
School District: 
Shannon Kavanagh
Executive Director of Business 
Services
Avondale Elementary School District
295 West Western Avenue
Avondale, AZ  85323
skavana@chooseaesd.org
623-824-5297
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 Parties 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 national 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). 
12.0 
GENERAL INDEMNIFICATIONS 
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other Federal and State immigration laws and regulations related to the 
immigration status of their employees. The Parties shall obtain statements 
from any Subcontractors certifying compliance and shall 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 forms (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. 1-9 forms are available for 
download at USCIS.GOV. 
74.2 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 Parties 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 government 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 
15.1 MCSS shall invoice and receive reimbursement from the School District 
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: 
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 
$32,801.77 plus any applicable taxes. Fees for fiscal years 2026 
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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 $8,920.27. 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. 
16.0 CONFLICT WAIVER 
The Parties to this IGA acknowledge that they are aware that the Civil Services 
Division of the Maricopa County Attorney's Office (Civil Division) may be chosen 
as the attorney for other Parties 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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6/662025

involves a County obligation or does not release County from further liability. 
County agrees to provide Contractor with reasonable assistance, cooperation, and 
infonnation in defending the claim. 
6.1.2 
To the fullest extent pennitted by law, the Contractor shall defend, indemnify, and 
hold hannless 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) for 
(a) personal injury or property damage to the extent caused by the negligence or
willful misconduct or the Contractor, or (b) Contractor's violation of PCI-DSS
Requirements or a law applicable to Contractor's perfonnance 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 infonnation in
defending the claim.
6.1.3 
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. 
6.1.4 
The scope of this indemnification does not extend to the sole negligence of County. 
6.2 
INFRINGEMENT DEFENSE AND INDEMNIFICATION 
6.2.1 
Contractor will defend County against any third-party claim(s) that the Tyler 
Software or 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 claim at 
Contractor's expense. 
6.2.2 
Contractor's obligations under this Section 6.2 will not apply to 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 willful infringement. 
6.2.3 
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; (b) modify it to make it non-infringing; or (c) replace it with a functional 
equivalent, in which case County will stop running the allegedly infringing Tyler 
Software immediately. Alternatively, Contractor may decide to litigate the claim to 
judgment, in which case County may continue to use the Tyler Software consistent 
with the tenns of this Agreement. 
6.2.4 
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 settlement to which Contractor consents), 
Contractor will, at Contractor's option, either: (a) procure the right to continue its 
use; (b) modify it to make it non-infringing; or (c) replace it with a functional 
equivalent. This section provides County's exclusive remedy for third party