240129-CONTRACT-DATABANK IMX LLC.PDF
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CONTRACT ONBASE EDMS MAINTENANCE AND SUPPORT 240129-RFP/ITN This contract is entered into this 21st day of August, 2024 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and DataBank IMX LLC, a Delaware Limited Liability Company, (“Contractor”) for the purchase of ONBASE EDMS MAINTENANCE AND SUPPORT. 1.0 CONTRACT TERM This contract is for a term of five years, beginning on the 1st day of September, 2024 and ending the 31st day of August, 2029. 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 AND INVOICES 5.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit D – Pricing Sheet. 5.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 5.3 Contractor shall submit one legible copy of their detailed invoice in order for payment(s) to be made. SERIAL 240129-RFP 5.3.1 Contractor is responsible for submitting complete and accurate invoices. 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 • Project name and/or number • Invoice number and date • Payment terms • Date of service or delivery • Quantity • Contract item number(s) • Arrival and completion time • 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 Problems regarding billing or invoicing shall be directed to the department as listed on the purchase order. 5.3.3 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). 5.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 5.3.5 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 any overpayments back to the County for miscalculations on taxes included in a bid price. SERIAL 240129-RFP 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 municipality 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 contractor does not want to grant such access to a member of SAVE, state so in contractor’s bid. In the absence of a statement to the contrary, the County will assume that contractor does 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. 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. SERIAL 240129-RFP 9.3 Provider services include maintenance of existing and future purchases of OnBase software and licensing, professional services, staff augmentation, design, development, and implementation of new best practice solutions across on-premise or cloud-based platforms. 9.4 The County currently has multiple unique installations which include on-premise and hosted solutions that are used by various departments. The County also maintains development, and testing environments in support of the production environments. OnBase is used extensively across central service applications including but not limited to: human resources; accounts payable; and for specific applications within departments including but not limited to the Assessor’s Office, Public Health, and Transportation. The Maricopa County Courts including the Judicial Branch, Clerk of the Court, and Justice Courts utilize an OnBase Enterprise Licensing model, and the Clerk of the Board of Supervisors uses a hosted OnBase Agenda and Minutes solution including video. 9.5 The County reserves the right to select any qualified vendor under contract for Task Orders valued under $25,000 without further competition, based on the County’s needs, as long as the work is clearly defined as a one-time need and is approved by the approving County IT staff. For service requirements valued over $25,000, specific details for services needed will be provided and vendors will be given time to respond to the Task Order with their proposed work plan, staff, and pricing. The vendor that best meets the need of the County will be awarded the Task Order. Award of this contract does not guarantee award of any individual Task Order. 9.6 The Contractor shall provide services in support of the County’s OnBase installations. The contractor must be able to support existing licenses. 9.7 The County will provide the contractor information regarding existing licenses upon award. The Contractor shall provide technical assistance, maintenance, support, issue resolution, system enhancements and upgrades as needed by the County, and staff augmentation services to supplement existing in-house OnBase staff with day-to-day requests for maintenance and enhancements to existing solutions. 9.7.1 Services shall be available during normal County business hours (8am to 5pm Mountain Standard Time), as well as on an as-needed basis after normal business hours for emergencies, to address issues with minimal disruption to staff. 9.7.2 Contractor shall have the ability to support extended hours on an “as-needed” basis which may include 24/7 coverage including evenings, holidays, and weekends. 9.8 All requests for new OnBase projects developed under this agreement will be assessed by the appropriate County staff for review and approval prior to start of work. (Contact information to be provided after contract award). 9.9 Contractor shall provide an account manager serving as a single point of contact for support and maintenance as well as project work initiatives. 9.10 Contractor shall have and maintain for the duration of the agreement, technical staff who possess sufficient familiarity with OnBase features and functionality to develop low code solutions, as well as experience in developing solutions using Robotic Process Automation (RPA) and Artificial Intelligence (AI) with actual business data. 9.11 Contractor shall provide software support via telephone, electronic mail, and site visits when necessary. Standard telephone support shall be provided via toll free phone number from 8am until 5pm Monday – Friday (Mountain Standard Time). Issues not resolved within the initial phone call will be assigned a tracking number and resolved within the terms of the Service Level Agreement. SERIAL 240129-RFP 9.12 Contractor shall provide a web based platform available 24/7/365 (excluding maintenance windows) for submitting and tracking requests and issues from submittal through resolution. To enable contractor to provide effective support, County will establish Virtual Desktop Interface (VDI) access based on remote access procedures compatible with County practices. 9.13 LICENSING, MAINTENANCE, AND STAFF AUGMENTATION 9.13.1 Contractor shall provide support for the maintenance and licensing for a hosted agenda and minutes solution. 9.13.2 LICENSING 9.13.2.1 Hyland has agreed to allow previously negotiated pricing to be carried forward to the new agreement for existing licenses (20% discount). The Contractor shall maintain this discount or a greater discount on existing licenses and any others provided by the reseller in order to realize savings for new licensing purchases. 9.13.2.2 Within six months of award, contractor shall engage Hyland Customer Success services and conduct assessments of existing environments, including technical debt, and provide solution recommendations to streamline, improve, and reduce cost and leverage modules and functionality more effectively, and provide cost benefit analysis of existing licensing structure vs. enterprise licensing or hosted solutions. 9.13.2.3 Billing shall include a Hyland Premium training subscription for County users, and four full registration passes to OnBase annual training (TechQuest or CommunityLive). 9.13.2.4 Contractor shall provide an annual strategic workshop that engages Hyland Customer Success resources to assess existing solutions and assist in the development of a strategic roadmap to optimize solutions given the existing tool set and architecture. 9.13.3 MAINTENANCE 9.13.3.1 Contractor shall provide support and maintenance for all existing on- premise and/or hosted products and any future purchases including all business functionality that may be implemented as a result of the County’s OnBase installations, including, but not limited to: 9.13.3.1.1 Improvements, enhancements, upgrades, updates, new releases, and other changes to the platform, as and when made generally available at no additional cost to the County. 9.13.3.1.2 Support of the County in all activities related to providing fixes, patches and upgrades necessary to maintain OnBase functionality, including any interfaces or connections to County line of business applications (Workday, Advantage, etc.). 9.13.3.1.3 Support services that include, but are not limited to, application maintenance, performance improvement, production break/fix corrections, technical assistance, troubleshooting, and guidance on reported problems. SERIAL 240129-RFP 9.13.3.1.4 Dedicated and certified support resources including direct access to the Hyland National Support Team for issue reporting and resolution. 9.13.3.1.5 Maintenance may include support of any features and enhancements created by other qualified Platinum or Platinum Elite Partners done through the Task Order process. 9.13.3.1.6 The current licensing and maintenance term ends on June 30, 2024. Contractor shall provide invoicing as well as maintenance and support for new term beginning on July 1, 2024. 9.13.3.1.7 Maintenance shall be billed annually for the upcoming year. 9.13.4 STAFF AUGMENTATION 9.13.4.1 Contractor shall be able to provide staff augmentation services to supplement existing County OnBase staff in order to perform support and maintenance services for existing County OnBase solutions and provide limited requests for new services. 9.13.4.2 Staff augmentation services may be purchased hourly or at a discounted monthly rate. 9.13.4.3 Staff shall be certified as appropriate for the required level of work. 9.14 CONTRACTOR QUALIFICATIONS AND REQUIREMENTS 9.14.1 Contractor shall only use experienced and qualified staff to work on County OnBase systems and projects. Experience and certifications shall be appropriate for work being performed. 9.14.2 Contractor shall have and maintain for the duration of the agreement, technical staff who possess the following OnBase certifications, including, but not limited to: 9.14.2.1 OCAWA/OCWE/HCOWEP 9.14.2.2 OCI 9.14.2.3 OCSE 9.14.2.4 OCAPI 9.14.2.5 OCWV/HCOWVEP 9.14.2.6 HCRPA 9.14.3 Contractor shall maintain these, and other certifications as they become available during the course of the contract, in support of the OnBase product. Additionally, staff shall stay up to date with extensive OnBase product knowledge, emerging market trends, and new technologies that will assist the County in connecting citizens to services through enabling technology. 9.14.4 Respondent must have a minimum of 10 years of experience providing support for new development, upgrades, patches, troubleshooting, and production fixes working with large organizations of a similar scope and nature utilizing the OnBase platform. 9.14.5 Contractor shall have staff who is knowledgeable with Microsoft products and other tools such as: 9.14.5.1 Visual Studio.Net 9.14.5.2 SQL Server 9.14.5.3 Azure Cloud 9.14.5.4 Azure DevOps SERIAL 240129-RFP 9.14.5.5 SharePoint 9.14.5.6 Visio 9.14.5.7 UML Modeling 9.14.5.8 E-Signature platform(s) 9.14.5.9 Project 9.14.5.10 Server Reporting Services (SSRS) 9.14.5.11 PowerBI 9.14.5.12 API 9.14.6 All County data must remain within the United States at all times. 9.15 PROJECT MANAGEMENT (SERVICES TO BE AWARDED THROUGH TASK ORDERS) 9.15.1 All new project requests will be evaluated and approved by County IT resources prior to project initiation. 9.15.2 Contractor shall bring extensive background in project management including all phases from identification of a need, through project close out. Contractor should have experience in various project management methodologies and procedures to include Planning and User Story Elicitation. 9.15.3 All projects will include: discovery, design, system configuration, system testing, user acceptance testing, training, solution documentation, and post go-live support. Considerations for all other active County applications must be included in order to ensure consistent data integrity across the County platforms. 9.15.4 Contractor shall provide resources per staffing needs as defined in the Task Order Statement of Work (to include, but not limited to: functional, technical, business analyst, and project manager) Staffing assignment changes will require prior written review and authorization by authorized County personnel. 9.15.5 Contractor shall provide plans to facilitate the orderly transition from an existing application to the newly developed one (including steps and instructions). Contractor shall provide support for migration, validation, and issue resolution. 9.15.6 Maricopa County retains the rights (ownership) to all development including but not limited to coding, documentation, project deliverables and other supported content created in support of County work efforts 9.15.7 Contractor shall conduct testing specific to project scope and confirm break/fixes prior to submitting for user validation. Contractor shall track changes and participate in troubleshooting working sessions. 9.15.8 Contractor shall provide development and support documentation for all projects including functional design document, functional and technical requirements, solution design documentation, and all changes to County OnBase installations and related hardware/software resulting from a project or work performed under this agreement. 9.15.9 Project details will be included in Task Orders issues through the County’s e-procurement platform. Projects may include, but are not limited to, the following categories: 9.15.9.1 Project Initiation and Management 9.15.9.2 Feasibility and Analysis 9.15.9.3 Design and Development Services 9.15.9.4 Test and Issue Management 9.15.9.5 Deployment 9.15.9.6 Resource Planning and Support SERIAL 240129-RFP 9.15.9.7 Customer Engagement and Business Analysis 9.15.9.8 Technical and Integration Support 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 of the contractor, a subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable 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 10.2.1.3.2 not identified as separate items on Contractor’s price list, quotes, order specifications forms, or documentation. SERIAL 240129-RFP 10.2.2 Defense and Indemnity 10.2.2.1 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: 10.2.2.1.1 County promptly notifies Contractor of the Claim, in writing, upon being made aware of the Claim; 10.2.2.1.2 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 10.2.2.1.3 County provides all information and assistance reasonably requested by Contractor to handle the defense or settlement of the Claim. 10.2.3 Remedial Measures 10.2.3.1 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: 10.2.3.1.1 procure for County the right to continue use of the product; 10.2.3.1.2 replace or modify the software; or 10.2.3.1.3 to the extent that neither 10.2.3.1.1 nor 10.2.3.1.2 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 10.2.4.1 Contractor will have no defense or indemnity obligation for any Claim based on: 10.2.4.1.1 modifications by someone other than Contractor; 10.2.4.1.2 software has been modified by Contractor in accordance with County-provided specifications or instructions; 10.2.4.1.3 use or combination by the County of software with Third- Party Products, open source, or freeware technology; 10.2.4.1.4 Third-Party Products, open source, or freeware technology; 10.2.4.1.5 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; 10.2.4.1.6 possession or use of a product after Contractor has informed County of modifications or changes required to SERIAL 240129-RFP 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 10.2.4.1.7 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. 10.3 SOURCE CODE ESCROW REQUIREMENT 10.3.1 Contractor shall provide all proprietary technology and materials created by the Contractor and covered under this agreement that Maricopa County has purchased from Contractor for safekeeping with a mutually acceptable software escrow service provider (escrow agent) within 30 days of award, to include, but is not limited to, all source code, any updates or fixes, and related materials and documents for commercial off-the-shelf software (COTS), etc. (“deposit material”). The deposit material deposited with the escrow agent shall be a snapshot of all source code and related material maintained by Contractor. In this way, as beneficiary of the escrow agreement between Contractor and escrow agent, Maricopa County will have access to all source code of the products that they license for all versions of the software. Furthermore, the escrowed code shall include all code specifically developed for Maricopa County including, but not limited to, interfaces, Extraction-Transformation-Loading (ETL) routines for data conversion, and all custom code. Upon taking possession of the source code, Maricopa County will have the right to use the source for products that they license in the versions currently installed on the system or any subsequent versions archived with the escrow agent. Contractor will make a deposit of the deposit material with the escrow agent upon any version release or once every six months, whichever occurs first. 10.3.2 Maricopa County hereby agrees to pay the yearly standard fee for a beneficiary of the source code. 10.3.3 Maricopa County shall have access to the source code in the event of any of the following circumstances: 10.3.3.1 the sale, assignment, or transfer to any third party of any of Contractor’s rights in the licensed product (or any portion thereof) if such sale, assignment, or transfer would prevent Contractor from fully performing any of its obligations under any agreement with Maricopa County; 10.3.3.2 Contractor becomes insolvent or commits any affirmative act of insolvency, or generally fails to pay, or admits in writing its inability to pay, debts as they become due, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under, or case in, any bankruptcy or insolvency law, or Contractor takes any action to authorize, or in the furtherance of, any of the following: 10.3.3.2.1 Contractor discontinues providing full support and maintenance services for the licensed product in SERIAL 240129-RFP accordance with its obligations pursuant to any agreement with Maricopa County; 10.3.3.2.2 Contractor has ceased to do business or improperly refuses to provide any services pursuant to any agreement with Maricopa County; 10.3.3.2.3 Contractor has breached (and if subject to a cure period, has not cured such breach within such period) any material term or condition of any agreement with Maricopa County; 10.3.3.2.4 any change of control of Contractor or Contractor’s parent company, where such party is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of such party are acquired by any entity, or such party is merged with or into another entity to form a new entity; or 10.3.3.2.5 any other circumstance in which Maricopa County is entitled to access or use the applicable deposit materials (including, but not limited to, the source code) under the express terms of any agreement between Contractor and Maricopa County. 10.3.4 Upon Maricopa County taking possession of the source code, Maricopa County hereby agrees as follows: 10.3.4.1 Maricopa County accepts full and total responsibility for the safekeeping of the source code. Maricopa County agrees that such source code shall be subject to the restrictions of transfer, sale, and reproduction placed on the software itself as stated in the software license signed by all parties. 10.3.4.2 Maricopa County agrees to only use source code related to applications for which they own a license. 10.3.4.3 Maricopa County agrees, if so ordered by a court of competent jurisdiction, to compensate Contractor for any and all damages Contractor suffers, to include reasonable attorney’s fees, resulting directly or indirectly from, but not limited to, the mishandling, misuse, or theft of the source code, regardless of intent, or the absence thereof, by Maricopa County, its employees, agents, and third-party Contractors. 10.3.4.4 No license under any trademark, patent, copyright, or any other intellectual property right, is either granted or implied by the disclosure of the source code to Maricopa County. The Contractor’s disclosure of the source code to Maricopa County shall not constitute any representation, warranty, assurance, guarantee, or inducement by the Contractor to Maricopa County of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of third persons or of Contractor. 10.3.5 Contractor will not be responsible for maintaining the source code. Furthermore, Contractor will not be liable for any consequences related to the use of source code modified by Maricopa County. 10.4 INSURANCE SERIAL 240129-RFP 10.4.1 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. 10.4.2 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. 10.4.3 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. 10.4.4 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 10.4.5 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. 10.4.6 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. 10.4.7 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. 10.4.8 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. 10.4.9 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. 10.4.9.1 Commercial General Liability Commercial General Liability (CGL) insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 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 SERIAL 240129-RFP 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. 10.4.9.2 Automobile Liability Commercial/Business Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 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. 10.4.9.3 Workers’ Compensation 10.4.9.3.1 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. 10.4.9.3.2 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. 10.4.9.4 Errors and Omissions/Professional Liability Insurance 10.4.9.4.1 Technology Errors & Omission insurance: Such insurance shall cover any and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this contract. • Each claim $5,000,000 10.4.9.4.2 In the event that the Technology Errors & Omission insurance required by this contract 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. 10.4.9.5 Cyber, Network Security, and Privacy Liability Cyber, Network Security and Privacy Liability Insurance with a limit of not less than $5,000,000 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 SERIAL 240129-RFP 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. 10.4.10 Certificates of Insurance 10.4.10.1 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 contract are in full force and effect. Such certificates shall identify this contract number and title. 10.4.10.2 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. 10.4.10.3 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. 10.4.10.4 Certificates of Insurance shall identify Maricopa County as the certificate holder as follows: Maricopa County c/o Risk Management 301 W Jefferson St, Suite 910 Phoenix, AZ 85003 10.4.11 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 301 W. Jefferson, Suite 700, Phoenix, AZ 85003, or emailed to the procurement officer noted in the solicitation. 10.5 FORCE MAJEURE 10.5.1 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 include, but are not limited to, 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, SERIAL 240129-RFP strike, and interruption or failure of electricity or telecommunication service, and pandemic. 10.5.2 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. 10.5.3 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. 10.6 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. 10.7 PROCUREMENT CARD ORDERING CAPABILITY County may opt to use a procurement card (Visa or Master Card) to make payment for orders under this contract. 10.8 INTERNET ORDERING CAPABILITY It is the intent of Maricopa County to use the Internet to communicate and to place orders under this contract. 10.9 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION This contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this contract when the County identifies a need and proper authorization and documentation have been approved. 10.10 PURCHASE ORDERS 10.10.1 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. 10.10.2 Contractor agrees 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. 10.11 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. 10.12 SUSPENSION OF WORK SERIAL 240129-RFP 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. 10.13 STOP WORK ORDER 10.13.1 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: 10.13.1.1 cancel the stop work order; or 10.13.1.2 terminate the work covered by the order as provided in the Termination for Default or the Termination for Convenience clause of this contract. 10.13.1.3 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 10.14 TERMINATION FOR CONVENIENCE Maricopa County may terminate the resultant contract for convenience by providing 60 calendar days advance notice to the Contractor. 10.15 TERMINATION FOR DEFAULT 10.15.1 The County may, by written Notice of Default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 10.15.1.1 deliver the supplies or to perform the services within the time specified in this contract or any extension; 10.15.1.2 make progress, so as to endanger performance of this contract; or 10.15.1.3 perform any of the other provisions of this contract. 10.15.2 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. SERIAL 240129-RFP 10.16 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. 10.17 CONTRACTOR EMPLOYEE MANAGEMENT 10.17.1 Contractor shall endeavor to maintain the personnel proposed in their proposal throughout the performance of this contract. 10.17.2 If Contractor personnel’s employment status changes, Contractor shall provide County a list of proposed replacements with equivalent or greater experience. 10.17.3 Under no circumstances shall the implementation schedule to be impacted by a personnel change on the part of the Contractor. 10.17.4 Contractor shall not reassign any key personnel identified in their proposal without the express consent of the County. 10.17.5 County reserves the right to immediately remove from its premises any Contractor personnel it determines to be a risk to County operations. 10.17.6 County reserves the right to request the replacement of any Contractor personnel at any time, for any reason. 10.18 TRAINING Contractor shall provide training services to completely train County personnel, as applicable. All training shall take place on-site in Maricopa County, unless otherwise negotiated with County. 10.19 WARRANTY OF SERVICES 10.19.1 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. 10.19.2 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. 10.20 INSPECTION OF SERVICES 10.20.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during contract performance and for as long afterwards as the contract requires. 10.20.2 County has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract. County shall perform inspections and tests in a manner that will not unduly delay the work. SERIAL 240129-RFP 10.20.3 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 defects in services cannot be corrected by re-performance, County may: 10.20.3.1 require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and 10.20.3.2 reduce the contract price to reflect the reduced value of the services performed. 10.20.4 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: 10.20.4.1 by contract or otherwise, perform the services and charge to the Contractor, through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 10.20.4.2 terminate the contract for default. 10.21 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. 10.22 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. 10.23 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. 10.24 SUBCONTRACTING 10.24.1 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. 10.24.2 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- SERIAL 240129-RFP up. A copy of the subcontractor’s invoice must accompany the prime Contractor’s invoice. 10.25 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. 10.26 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. 10.27 RIGHTS IN DATA 10.27.1 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. 10.27.2 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. 10.28 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW 10.28.1 In accordance with Section MC1-372 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. 10.28.2 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. 10.29 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. SERIAL 240129-RFP 10.30 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. 10.31 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. 10.32 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. 10.33 RELATIONSHIPS 10.33.1 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. 10.33.2 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 a different time period was previously approved by the County. 10.34 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 viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf) 10.35 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 If Contractor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, Contractor 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. 10.36 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 10.36.1 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: 10.36.1.1 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; SERIAL 240129-RFP 10.36.1.2 have not within a three-year period preceding this contract: 10.36.1.2.1 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 10.36.1.2.2 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; 10.36.1.3 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; 10.36.1.4 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 10.36.1.5 have not within a three-year period preceding this contract had any public transaction (Federal, State or local) terminated for cause or default. 10.36.2 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. 10.36.3 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. 10.37 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS 10.37.1 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. 10.37.2 The County retains the legal right to inspect documents of Contractor and subcontractor employees performing work under this contract to verify compliance with paragraph 11.37.1 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 SERIAL 240129-RFP 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. 10.38 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 the Office of Procurement Services and the department of any and all changes concerning permits, insurance, or licenses. 10.39 INFLUENCE 10.39.1 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. 10.39.2 An attempt to influence includes, but is not limited to: 10.39.2.1 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. 10.39.3 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. 10.40 CONFIDENTIAL INFORMATION 10.40.1 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. 10.40.2 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. 10.40.3 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. SERIAL 240129-RFP 10.41 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. 10.42 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. 10.43 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. 10.44 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. 10.45 FORCED LABOR 10.45.1 By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions. 10.45.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use: 10.45.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 10.45.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 10.45.2.3 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 10.45.3 If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date SERIAL 240129-RFP occurs before the end the 180 day period, the agreement terminates on the agreement termination date. 10.46 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. 10.47 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. 10.48 UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT REGISTRATION All contractors that receive funding must have a UEI number through https://sam.gov/content/entity-registration. Contractor must also remain current with the System for Award Management www.sam.gov throughout the term of the contract. 10.49 RELIGIOUS ACTIVITIES The contractor agrees that costs, planned or claimed, including costs incurred, shall not include any expense for any religious activity. 10.50 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property, or services contributed by the County or the contractor under the agreement shall be used in the performance of this agreement for any partisan political activity, or to further the election or defeat of any candidate for public office. 10.51 EQUAL EMPLOYMENT OPPORTUNITY 10.51.1 The contractor shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, or national origin. The contractor shall take affirmative action to ensure applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex, or national origin. Such action shall include but is not limited to the following: employment, upgrading, demotion or transfer, recruitment, or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 10.51.2 Contractor shall comply with the following provisions: 10.51.2.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); 10.51.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 10.51.2.3 The Age Discrimination in Employment Act of 1967, as amended (29U.S.C. §§ 621, et seq.); 10.51.2.4 The Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and Arizona Executive Order 2009-09, as amended, et seq. which mandates that all persons shall have equal access to employment opportunities. SERIAL 240129-RFP 10.51.2.5 Contractor understands that the United States has the right to seek judicial enforcement of this assurance. 10.52 CERTIFICATION REGARDING LOBBYING 10.52.1 Contractor certifies, to the best of their knowledge and belief, that: 10.52.1.1 No federal appropriated funds have been paid or will be paid, by or on behalf of the contractor, to any person for influencing or attempting to influence an officer or employee of any agency. This applies to a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant. Including the making of any federal, loan the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 10.52.2 If any funds other than federal appropriated funds, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. 10.52.3 Contractor shall include Lobbying Certification language in the award documents for all subcontractors (including sub-grants, and contract under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. 10.52.3.1 The Lobbying Certification is a material representation of fact upon which reliance was placed when this transaction is made or entered into. Submission of this certification is prerequisite for making or entering into this transaction imposed by section 1352, Title 31, U.S. Code. Any successful proposer(s) who fail to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. 10.53 CLEAN AIR ACT & CLEAN WATER ACT Contractor must comply with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368) Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). 10.54 ENERGY POLICY AND CONSERVATION ACT Contractor must adhere to the standards and policies relating to energy efficiency, which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat.871). 10.55 CONTRACT DISPUTES All Contract disputes will be handled in accordance with the Maricopa County Procurement Code, MCI-906 SERIAL 240129-RFP 10.56 INCORPORATION OF DOCUMENTS 10.56.1 The following are to be attached to and made part of this Contract: 10.56.1.1 Exhibit A - Vendor Information and Pricing 10.56.1.2 Exhibit B - Scope of Work 10.56.1.3 Exhibit C - Service Level Agreement 10.56.1.4 Exhibit D - Information Technology Supplemental Terms & Conditions 10.56.1.5 Exhibit E - Office of Procurement Services Contractor Travel and Per Diem Policy. 10.57 NOTICES All notices given pursuant to the terms of this contract shall be addressed to: For County: Maricopa County Office of Procurement Services 301 W. Jefferson St. Suite 700 Phoenix, Arizona 85003-1647 For Contractor: DataBank IMX, LLC 458 Pike Road Huntington Valley, PA 19006 10.58 INQUIRIES 10.58.1 Administrative telephone/email inquiries shall be addressed to: ELIZABETH KUTTNER, PROCUREMENT OFFICER TELEPHONE: (602) 506-0099 elizabeth.kuttner@maricopa.gov 10.58.2 Inquiries may be submitted by telephone but must be followed up in writing. No oral communication is binding on Maricopa County. SERIAL 240129-RFP EXHIBIT A: VENDOR INFORMATION AND PRICING COMPANY NAME: DataBank IMX, LLC DOING BUSINESS AS (dba): DataBank IMX, LLC MAILING ADDRESS: 458 Pike Road Huntingdon Valley, PA 19006 REMIT TO ADDRESS: 458 Pike Road Huntingdon Valley, PA 19006 TELEPHONE NUMBER: 1-800-873-9426 FAX NUMBER: WWW ADDRESS: www.databankimx.com REPRESENTATIVE NAME: Lee Meyerdirk REPRESENTATIVE TELEPHONE NUMBER: 612-759-0946 REPRESENTATIVE EMAIL ADDRESS lmeyerdirk@databankimx.com UEI (Unique Entity Identifier) (SAM.gov) LA7GKLJP72E1 YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: ☒ ☐ WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: ☒ ☐ PAYMENT STANDARD: NET 30 DAYS 1.0 FEE PRICING Indicate fees and discounts as directed below for Staff Augmentation, and Licensing, Maintenance, and Hosting. Fees shall be inclusive of general office supplies, faxes, local travel expenses, and general administrative functions, off-hours services. Hourly rate under 160/month Hourly rate per 160 hours or more/month $187.50 $187.50 Discount off MSRP Licensing 20.00% Maintenance 20.00% Hosting (Agenda and Minutes Management solution, as per section 1.2 of the solicitation) 20.00% 2.0 PROJECT TASK ORDER PRICING Pricing for task order projects shall be submitted in response to a task orders issued and may have additional costs outside of the billing rate for the engagement. Project pricing will be evaluated at time of task order response. Fees provided with responses to task orders shall be inclusive of general office supplies, faxes, local travel expenses, and general administrative functions and off-hours services unless otherwise stated in the Task Order. Vendor will provide any additional pricing for specific Task Orders at time of Task Order proposal submission in response to Task Order scope of work. SERIAL 240129-RFP EXHIBIT B: SCOPE OF WORK I. BUNDLED SERVICES: LICENSING, MAINTENANCE, STAFF AUGMENTATION, AND HOSTING Your dedicated team eagerly anticipates the opportunity to continue collaborating with Maricopa County, assisting in achieving your enterprise goals and objectives. With a proven track record, we pledge to uphold and exceed industry and technology best practices, ensuring successful and timely project deliveries in close coordination with OET and other relevant departments. Our primary focus on people and processes aims to maximize productivity, reduce operational costs, and enhance service level improvements through streamlined document, data, and business process management. DataBank Proposed Value-Add Products & Services In addition to OnBase-related services, DataBank is proposing the following value-add products and services to consider: Introducing: The DataBank Cloud The DataBank Cloud is a comprehensive cloud hosting solution built specifically for OnBase users utilizing DataBank and Hyland best practices. County data is hosted in your own private single-tenant cloud instance, meaning there is no shared infrastructure or data co-mingling with any other system. DataBank is ISO 27001, ISO 27007, and ISO 27017 certified, so your data is safe. The DataBank Cloud is a full-service offering—we manage everything, including OnBase upgrades, for our clients. Databank Cloud is flexible, secure, comprehensive hosting for OnBase. DataBank Cloud was created to eliminate red tape and rigidity without compromising security. What you can expect: • Full-service upgrades every two years • Cloud powered by AWS, hosting managed by DataBank • Managed OnBase infrastructure • 24/7 system down monitoring • Simple, all-in price that includes your migration, full-service upgrades, and hosting DataBank Cloud eliminates concerns. The County will not need to worry about aging hardware, dedicating resources to managing your hosting environment, OnBase security and system health, disaster recovery, keeping OnBase up to date. SERIAL 240129-RFP Introducing: DataBank Care+ Enhanced OnBase Support We understand that organizations in fast-paced environments like Maricopa County need more than just technical support. Which is why we developed the DataBank Care+ program. Limiting risk, monitoring the overall health of your solution, and actively planning for growth and future projects are the foundation of Care+. This offering leverages knowledge and resources that only DataBank can offer. DataBank is pleased to offer the first year of Care+ at no additional cost to the County. With Care+, Maricopa County would receive the following: ASSIST ● Live 24x7 Issue Support ○ Submit urgent or non-urgent issues at any time 24x7 to queue up for assistance from OnBase Certified Administrators. ● Dedicated Technical Support Contact(s) ○ Your tickets are always a high priority , so we make sure your issue is getting to the right team of experienced engineers for technical help with a dedicated direct phone number ● 40 Professional Services Hours for OnBase Upgrades for DataBank-driven upgrades every 2 years ○ Upgrade every two years: Receive a free OnBase upgrade by a DataBank Upgrade Specialist every other year up to 40 Professional Services Hours after your free initial upgrade analysis. Custom scripting is not included. ● DIY Upgrade Assistance ○ 20 hours of upgrade assistance should Maricopa choose to upgrade on their own ○ An expert will help your team with your OnBase system upgrade during normal business hours. ● 2 hours per month of design assistance for new solutions as requested ○ Receive up to two hours per month of access for design / best practice consulting. Larger engagements will be referred to your account manager for planning and discovery. MONITOR ● Annual Standard System Health Checks ○ Regular OnBase Health Assessments ensure that the system is performing optimally, and that the reliability and security of the system are enabling users to perform their work without avoidable interruptions or issues. ● Pre-Upgrade Consulting & Roadmapping ○ Prepare for the future of your OnBase system with comprehensive road map consultations and technical services tailored to help clients at any phase of the solution life cycle, from pre- upgrade to post-upgrade. PLAN ● Discounted DataBank hosted events, trainings & conferences ○ Discounted access to DataBank hosted events and keep your team’s knowledge in top shape with our education training. ● Discounted after-hours services work with advanced notice ○ Discounted access to DataBank services for remote work as long as you provide 2+ weeks of notice via your Account Manager. ● Government-centric consulting & advisory services with our partners ○ Vertical Advisory Services: Vertical services director consulting and vertical partnership contacts and support group. SERIAL 240129-RFP Introducing: AI-Powered Document Processing As a leader in the Government space, DataBank understands the overwhelming pace at which Maricopa County receives incoming documents and data. Trying to keep up without updated technology and processes can often lead to frustration for the employees and constituents as informed decisions become challenging and processes lag behind. With AI-Powered Document Processing, Maricopa County could eliminate paper processes, expedite processing time, and address the county's growing needs. Our technology intakes and structures your data, giving you full visibility into the story your data is trying to tell. Automate workflows, label key data, and let our technology make decisions for you based on the information in your documents. DataBank offers many options for AI-powered processes: • CUSTOMIZABLE FULL-SERVICE SOLUTION: Hand off the process to DataBank as a managed service 1. SCANNING: We fully scan and prep your paper and digital documents at one of our secure regional facilities 2. AI-POWERED PROCESSING: AI processed your information, extracting and labeling key data that can be immediately used. 3. VALIDATION: Our team of industry experts oversees validation queues based on the accuracy scores set to your requirements. 4. DELIVERY: We integrate the data into your existing tools or provide assistance in implementing new ones, like a data warehouse or content management system. • A HYBRID APPROACH: Purchase the technology directly and supplement with our managed services as needed • SOFTWARE SUBSCRIPTION WITH SCALABLE SUPPORT: Take on the technology yourself with implementation, training , support, and optional add-on managed services like scanning and expert validation. 1. AI SOFTWARE LICENSE: Purchase the software directly to leverage within your teams. We’ll help you identify the best technology fit for your industry and data set. 2. SOFTWARE IMPLEMENTATION: We implement the software for you 3. SUPPORT: Get support for the technology and scale up with managed services as needed 4. TRAINING: Receive training for your teams on how to best use the software Introducing: Solution Optimization Services (SOS) Here at DataBank, OnBase is not a “set it and forget it” solution. As business processes change, technology evolves, and new ideas emerge - your OnBase solution must keep up with the changes. That is why DataBank offers Solution Reviews, Solution Analysis, and System Health Checks. The Solution Review is a basic evaluation of a core OnBase process to determine whether it is still meeting your needs. At no cost to Maricopa County, you will receive a document detailing a high-level review of the solution, pain points, and major areas for improvement. The Solution Analysis takes that review further—it is a deep dive into the process, with the outcome being detailed recommendations and a roadmap for solution optimizations, a prioritization checklist, and a review of ROI and usage of the solution. The System Health Check is a preventive maintenance and infrastructure review, including disk group configuration, database disk performance summary, and server network activity summary. This SERIAL 240129-RFP engagement's output includes a detailed report on the SQL server and OnBase database, an infrastructure review, and a presentation of findings and recommendations. DataBank understands that Maricopa County would like to engage Hyland’s Customer Success team for annual engagements as well. DataBank will help facilitate and coordinate that work per the County’s request. Introducing: Strategic Partners DataBank is more than just OnBase. We offer a full range of products and services that our clients can use to augment their initiatives and project goals further. We want the best comprehensive solutions possible for Maricopa County and are agnostic in the technology source. Our valued and strategic partners include Hyland Software, Jadu, Nintex, KnowledgeLake, Esker, Kyocera, DocuSign, Microsoft 365 & SharePoint, Azure, and Amazon AWS. II. PROFESSIONAL SERVICES AWARDED BY TASK ORDER As the County’s strategic partner for over a decade, the DataBank team is focused on providing industry-leading solutions and efficiencies to government agencies and their residents. DataBank’s core business involves business process automation services and AI-powered document processing, providing the agencies we serve technology for process automation and image-enabled workflow, resulting in significant cost savings and the elimination of labor-intensive processes - as well as our ability to support those projects in the future. As we move forward with the County, we anticipate even greater results as various departments benefit from DataBank’s professional services, staff augmentation services, AI-powered document processing, and the DataBank Cloud. At DataBank, we continue to fine-tune our service delivery model to ensure our teams stay abreast of technology trends and best practices - ultimately increasing our value to Maricopa County even further! DataBank Proposed Value-Add Products & Services In addition to OnBase-related services, DataBank is proposing the following value-add products and services to consider: AI-Powered Document Processing, Solution Optimization Services and use of our Strategic Partners. Introducing: AI-Powered Document Processing As a leader in the Government space, DataBank understands the overwhelming pace Maricopa County receives incoming documents and data. Trying to keep up without updated technology and processes can often lead to frustration for the employees and constituents as informed decisions become challenging and processes lag behind. With AI-Powered Document Processing, Maricopa County could eliminate paper processes, expedite processing time, and address the county's growing needs. Our technology intakes and structures your data, giving you full visibility into the story your data is trying to tell. Automate workflows, label key data, and let our technology make decisions for you based on the information in your documents. DataBank offers many options for AI-powered processes - from a full-service solution to a pay-as-you-go service subscription with scalable support. SERIAL 240129-RFP Introducing: Solution Optimization Services (SOS) Here at DataBank, OnBase is not a “set it and forget it” solution. As business processes change, technology evolves, and new ideas emerge - your OnBase solution must keep up with the changes. That is why DataBank offers Solution Reviews, Solution Analysis, and System Health Checks. The Solution Review is a basic evaluation of a core OnBase process to determine whether it is still meeting your needs. At no cost to Maricopa County, you will receive a document detailing a high-level review of the solution, pain points, and major areas for improvement. The Solution Analysis takes that review further—it is a deep dive into the process, with the outcome being detailed recommendations and a roadmap for solution optimizations, a prioritization checklist, and a review of ROI and usage of the solution. The System Health Check is a preventive maintenance and infrastructure review, including disk group configuration, database disk performance summary, and server network activity summary. This engagement's output includes a detailed report on the SQL server and OnBase database, an infrastructure review, and a presentation of findings and recommendations. DataBank understands that Maricopa County would like to engage Hyland’s Customer Success team for annual engagements as well. DataBank will help facilitate and coordinate that work per the County’s request. Introducing: Strategic Partners DataBank is more than just OnBase. We offer a full range of products and services that our clients can use to augment their initiatives and project goals further. We want the best comprehensive solutions possible for Maricopa County and are agnostic in the technology source. Our valued and strategic partners include Hyland Software, Jadu, Nintex, KnowledgeLake, Esker, Kyocera, DocuSign, Microsoft 365 & SharePoint, Azure, and Amazon AWS. How We Work Formal management of all projects will assist in establishing implementation guidelines, project metrics, and user adoption of the solution. To ensure a successful project implementation, DataBank utilizes a Project Implementation Methodology (PIM) which designs and delivers the proposed solution using proven, standard and effective project management practices. This methodology includes best practices that have been generated from the experience of successful implementations across several vertical markets. It will guide the implementation to ensure maximum resource utilization, cost-effectiveness, quality management and transition into a successful ECM Solution. The PIM provides a framework for addressing the project life cycle. It takes into consideration the resource and time constraints a customer may have by utilizing templates, tools, sample project plans and intellectual capital. Generally, software implementations are an iterative process. The PIM effectively manages the process, ranging from departmental to enterprise-wide implementations. PROJECT GATES DataBank will evaluate project needs and determine if a project gate should be included in the project plan. A Project Gate may be located at the end point of the Initiation and Planning phase. The project gate is the Go/No Go decision point. This gate will allow the sponsor to decide if the project should continue or if the project should be adjusted. The project gate works as a review point for the project team to determine if the original estimates are still viable or if they need to be adjusted based on the updated information. SERIAL 240129-RFP Project Approach Initiation The Project Initiation Phase is designed to define the overall parameters of the project and identify the project manager and project team. The phase will validate why the project should exist and establish the guidelines for planning. This would include the identification of budget and resource constraints as well as schedule expectations. In many cases, a significant amount of the work included in the project initiation phase may already be completed prior to the development of the Task Order. This could include: ● Developing a Business Case to Validate Need for Project ● Completing a Feasibility Study to Identify Potential Solutions ● Developing the Project Charter ● Identifying the Project Team Members ● Assigning an Internal Project Manager In addition to the items listed above, the Initiation Phase may also include vendor contract development and execution, Statement of Work and Kick-off Meeting. Any preliminary planning documents that are created, to include high level project plan and schedule, will need to be validated during the Planning Phase of the project. As a precursor to the Planning Phase, DataBank recommends that the project team members take advantage of available e-learning initiatives. These are focused on informing customers about applicable technologies and strategies before joint discovery is completed. This will make the attendees more informed allowing them to provide valuable input on the design of the solution. This will also make the planning meeting more productive since additional time will not need to be scheduled to provide an introduction to the technology prior to discovery. Project Charter If the client has not completed a formal Project Charter prior to the initiation of the project, DataBank will be able to assist in this task. The purpose of the Project Charter is to document and define a common understanding of the project requirements and to identify project expectations related to the scope, schedule or cost. The Project Charter will be used as a guide for the Planning Phase of the project. Therefore, if known, the Project Charter may also contain a high level baseline of the project schedule, major deliverables, milestones and resource expectations. Project Team Members The identification of project team members will be completed by the client. It is recommended that each project team member have a backup identified. This will provide skills and project redundancy in the event that the primary team member is unavailable. The following considerations should be evaluated when selecting project team members: ● Project team member should be a departmental subject matter expert (SME). ● Project team member should be able to make decisions for the department. ● Project team member should be available for project meetings. ● Project team member should be able to disseminate project information to their department. If you are unsure about who to assign to the project team, DataBank will be able to assist you in defining responsibilities so you can better define project needs. SERIAL 240129-RFP Project Kick-Off Meeting The project kickoff is usually the first meeting that contains all of the project team members. This is the opportunity to ensure that everyone understands the project parameters and success criteria. It should also include project requirements and roles and responsibilities. It is important that the entire project team and sponsor attend the meeting. If this is a multi-phased project, then it is recommended that a kick-off meeting be held at the beginning of each phase. The kick-off meeting can be held at the client’s office or as a web meeting to minimize the need for project team members to travel. The goal of the kickoff meeting is to introduce the project team members, review the project scope and objectives (plus other parts of the Project Charter), review the features and benefits of the solution, review the project timeline, and prepare team members for Discovery. The following resources should attend the Project Kickoff Meeting: ● DataBank Account Manager ● DataBank Project Manager ● DataBank Business Solutions Analyst ● DataBank Solutions Engineer ● Client Project Manager ● Client Executive/Project Sponsor ● Client Subject Matter Expert (SME) ● Client IT Representatives Planning The Planning Phase will include development of project standards (meetings, reports, etc.) as well as the discovery of requirements and development of the associated documents needed to define the project. The Planning Phase is one of the most important phases in the project since this is the phase in which scope and priorities are defined. The project team and sponsor will have the opportunity to confirm the criteria that will define a successful project. Discovery DataBank has developed a design philosophy that helps ensure that all business and technical requirements and constraints are identified and captured during the Discovery process. This will include a combination of questionnaires, Discovery meetings and subsequent interviews. Discovery meetings are a pre-project site inspection that drives the process of capturing user requirements for the implementation. Depending on the project size and departments impacted, different types of discovery meetings may be needed to include: ● Business Unit Meeting (to capture department specific requirements) ● Hardware Meeting (to capture database, server and operating system requirements) ● Implementation Meeting (to discuss implementation needs and requirements) Pre Discovery Questionnaire In many cases, a Pre-Discovery questionnaire will be sent to the client to assist in collecting information needed for Discovery meetings. This questionnaire is the starting point for discovery and will be used to view the solution from various technical aspects to include: ● Server Hardware Requirements ● Database/Operating System Requirements ● Workstation Requirements SERIAL 240129-RFP ● Backup Needs ● Remote Communications ● Potential Technical Configurations Discovery Process The discovery process is designed to capture the following information: ● Executive Expectations ● Project Scope and Priorities ● Project Success Criteria ● Project Milestones and Estimated Deadlines ● Systems Integration Requirements ● Storage Structure ● Risks and Assumptions ● Communications Plan (to include an escalation path) The information defined in the discovery meetings will be used throughout the remainder of the project. Therefore, it is important that all project team members attend the discovery meetings to ensure that they are actively involved in these discussions. More often than not, discovery involves more than one resource of the DataBank Solutions Team. Software Solution Engineers will work with the implementation team to ensure that requirements are captured effectively to ensure that the solution is architected accurately, thereby minimizing rework. In most projects, the DataBank Solutions Team will employ a use-case analysis approach to discovery. However, DataBank will work with you to determine the best approach for capturing your project specific requirements. The use-case analysis approach has been identified to best support work procedures that are often difficult to translate on paper. This process is based on the UML (Unified Modeling Language) design process and will be adjusted to meet your specific project needs. Project Risks and Assumptions Documenting the associated risks and assumptions uncovered during the discovery process can be critical. These may require mitigating tasks to ensure that a plan is in place to address the risks if they should occur. Setting the proper expectation with out-of-scope items, potential technical challenges or missing information may help identify and prepare for potential project challenges in the future. Execution The Execution Phase will include the necessary actions to accomplish the goals and fulfill the requirements identified in the Planning Phase. This phase may include design of a pilot or straw man (outline or high level demo of the proposed solution). This will allow a functionality review of the solution prior to implementation. It is standard practice during both the Planning and Execution phases that DataBank and the client engage in extensive discussions regarding fault tolerance, disaster recovery and solution availability. These discussions will allow the client to better prepare for circumstances when the solution is negatively impacted. In addition to solution availability, DataBank will also work with the client to address the following items: ● Testing Plan ● System Security ● Implementation Options SERIAL 240129-RFP Monitor/Control This phase will include the actions needed to manage the project objectives. This is an ongoing phase that will work in conjunction with the Execution Phase to ensure the project requirements are fulfilled. Effectively monitoring and controlling aspects of the project are key to success. These include but are not limited to: Risk Management, Issue Management, Project Communications, Status Reporting, Project Change Management and Quality Management Training Plan DataBank leverages multiple forms of training to meet organizational requirements. The training team will customize each training plan to fit the goals and objectives of a project. Each training session can be customized to be in person, remote, documented, or captured through video. A hybrid of these offerings is standard to capture user's attention and to improve knowledge retention. Integrating the training plan into a comprehensive project change management plan improves user engagement and adoption of the final solution. Technical solution knowledge transfer will be conducted at the completion of the solution implementation. This knowledge transfer is conducted between the DataBank Implementation Specialist and the client’s OnBase administration staff. The intent of the knowledge transfer is to provide the information essential for basic administration and maintenance of the specific configured solution. It is strongly recommended that the Customer’s OnBase administrators be in all training classes. This approach provides OnBase admin staff the opportunity to review the OnBase solution multiple times to better learn the product that they will be administering. III. QUALIFICATIONS DataBank’s relationship with Hyland has been forged from decades of close partnership. In addition to the years of the highest partner awards with Hyland, DataBank has been a long-standing member of the Hyland Partner Advisory Committee (PAC), which was created for C-Level personnel in the partner community to have direct interaction around planning and go-forward strategies with Hyland Software executives. DataBank is also a contributing member of the Hyland Partner Developer Advisory Board (PDAB). Like the PAC, the Developer Advisory Board allows OnBase partner technical teams to interact directly with Hyland Developers around future design considerations and priorities that our clients request and drive. DataBank received the Platinum Partner and Diamond Support Partner awards from Hyland Software for 2023. The Platinum Partner award is based on sales performance and excellence. As a Platinum OnBase Partner, Maricopa County can count on our expertise and training which has earned Hyland’s highest confidence level. The Diamond Support Partner certification is an annual recognition for OnBase partners who continuously go above and beyond to support the OnBase community. As a Diamond Support Partner, DataBank meets the highest standards regarding customer retention, the ratio of employees providing support to the number of customers, and the percentage of customers utilizing the latest software release. At DataBank, we thrive on being key partners, not just vendors, with our clients. We are jointly successful because we offer a holistic content management and modernization support model. Meet DataBank’s Executive Team Matt Charlson, Chief Executive Officer, President Sandy Brunner, Chief Financial Officer Chad VanNorman, Chief Technology Officer SERIAL 240129-RFP Adam Hermann, Chief Revenue and Operations Officer DataBank’s executive team is dedicated to Maricopa County’s success. Through our years of engagements we have found that when each party designates an executive sponsor, organizations have higher success rates in meeting goal attainment and accomplishing enterprise solution adoption. Maricopa County has a designated executive sponsor, Matt Charlson, to participate in quarterly or biannual Executive Business Reviews and roadmap planning sessions. As the executive leader, Matt has partnered with Maricopa County’s leadership to collaborate, advise, and work towards achieving County objectives and organizational goals. Leadership’s goal is 100% customer satisfaction. We are dedicated to providing exceptional service, and our customers’ success drives decisions at every level of our organization. Our executive leaders empower employees to challenge the status quo, ensuring we always evolve with the marketplace and offering the latest solutions to meet our customers’ changing needs. Employees are encouraged to embrace change and are committed to bringing exceptional services to our customers. Our executives also recognize the need to be business savvy and grow purposefully. We invest in our future from earnings to continue offering best-in- class solutions for years. Meet Maricopa’s Dedicated Account Management Team Lee Meyerdirk, Public Sector Director Kelly Beamish, Sr. Government Account Executive Kendra Deutsch, Director of Government Professional Services Andrew Schuster, Program Manager DataBank’s Public Sector Division comprises individuals with extensive experience consulting and building award-winning solutions for state, local, and federal clients. Our team is dedicated to government innovation and passionate about bringing effective solutions to better the communities where we work, live, and thrive. Maricopa County’s dedicated account management team has worked together on many projects to successfully implement multi-agency enterprise rollouts for numerous states and counties. Our accomplishments can be attributed to our ‘One Team’ framework, which focuses on building repeatable solutions, cross-county collaboration, proven communication methodologies, and a strong government network. To leverage our past project success partnering with Maricopa County, DataBank recommends the County continue working daily with Kelly Beamish as the designated sales account manager and Andrew Schuster as the designated Program Manager overseeing all project and staff augmentation work. We would encourage continuing our weekly standing meetings with the dedicated Office of Enterprise Technology team, weekly burn-down charts and hours reporting, and quarterly or bi-annual executive business reviews that have been the standard engagements to ensure all parties continue a successful path forward. We cannot stress enough the importance of proactive communication between project teams to ensure successful implementations. We are gratified to experience the level of communication that persists between the DataBank and Maricopa project teams. This level of respect and business acumen between the customer and vendor does not happen overnight! DataBank/OnBase Innovation Day In addition to our ongoing project work and support, DataBank has been excited and privileged to work with the Maricopa Team to support OnBase Innovation Day at the County offices. Typically an annual event, Innovation Day is a great venue for DataBank subject matter experts and executive teams to collaborate with County agencies, sharing success stories and best practices that may benefit the residents they serve. SERIAL 240129-RFP Innovation Day has sparked many great solution ideas among the departments and Office of Enterprise Technology on how to better leverage their investments in OnBase and related technologies. Meet Maricopa County’s Dedicated Solution Delivery Team The following team members are the current staff augmentation team dedicated to Maricopa County projects. Team members and their Certifications include: • Matt Schulz: OCSA, OCWE, OCWV • Dominic Kast: OCWV, OCWE • Conni Kapke: OCSA, OCWE • Jolene Selberg: OCSA, OCWE • Greg Kuebel: OCI, OCWA, HCBI • Chris Masi: OCSA, OCWE, Scrum Master • Josh Welp: OCWV, OCWE, OCWA, OCAPI • Brandon Murphy: OCI, OCWV, OCSA Please note - Hyland Software has recently changed how OnBase product certifications are classified, including certificate titles, course descriptions, etc. DataBank is committed to adhering to the appropriate OnBase product certification requirements as needed to satisfy Maricopa County project requirements. In addition to the dedicated resources discussed above, we employ a large technical staff consisting of OnBase and Microsoft Certified Engineers, Microsoft Certified VB Developers, CDIAs (Certified Document Imaging Architect), Organization Change Management specialists, Enterprise Content Management Professionals (ECMp), GISPs, professional developers and consultants. We also have teams knowledgeable with RPA, Visual Studio.Net, SQL Server, Azure Cloud, Azure DevOps, SharePoint, Visio, UML Modeling, DocuSign, AssureSign and AdobeSign platforms, Microsoft Project, Server Reporting Services, PowerBI, and API-related technologies. Our teams are structured as follows: DataBank is committed to enhancing the ongoing skillsets of our professional services resources to provide a modern best practice approach with the services we deliver to Maricopa County. For example, DataBank’s SERIAL 240129-RFP focus on Artificial Intelligence and Machine Learning have greatly benefited our public sector clients by drastically reducing the time and money spent on complex data-driven processes. DataBank has recently utilized our AI-Document Processing services to index 221+ data fields against hundreds of thousands of historical and day-forward collision reports, resulting in an accuracy rate of over 96%. This process has allowed the agency to share this data with several state, federal, and private partners quickly and accurately to remain compliant, streamline the process, and repurpose resources for more valuable tasks. Feedback from the CTO included, “This solution exceeded our wildest expectations on what OCR was capable of.” IV. SUMMARY We are confident that Maricopa County will find DataBank’s experience and commitment to its success unparalleled within the industry. DataBank has hand-selected the identified account and staff augmentation team members to fit the county's ongoing consultative and technical needs. We work as a cohesive team to best serve the county's employees and residents. DataBank has a proven track record of success at Maricopa County and meets all of the identified requirements within this RFP. We look forward to the opportunity to continue earning that successful partnership with the County. SERIAL 240129-RFP EXHIBIT C: SERVICE LEVEL AGREEMENT DataBank National Support has a management team with an impressive average of over 15 years of service related to ECM expertise. Complementing this seasoned leadership, our support team members boast an average tenure of more than 9 years, ensuring a depth of knowledge and proficiency unparalleled in the industry. This tenure is unprecedented when many providers reduce costs by outsourcing/offshoring their support offerings. Over the past 8 years, DataBank has consistently delivered an exceptional satisfaction rate of over 99% for tickets submitted across our client base. Current Maricopa County Response Rates Our overall average response time once a ticket is submitted from Maricopa County is less than 25 minutes. The response time decreases to 11 minutes for Urgent tickets. There are multiple ways to submit a support ticket: email, portal submission, or a phone call. Our email and portal submissions are open and available 24x7. Our phone lines are staffed 8:00 am-8:00 pm EST with the exception of major holidays. Should there be a production down issue, we have staff on call 24X7 and available to assist. A severity level is assigned once a case is submitted based on the following criteria with the indicated target max response times. Case severity may be adjusted from the original submissions per the guidelines below or throughout the life of a case as appropriate. SERVICE LEVEL PERFORMANCE GUARANTEE Fees at Risk are assessed paid quarterly. County may opt for fees at risk to be subtracted from payment against invoicing Severity Level Target Max Initial Response Time once a ticket is submitted by the County. County will determine severity level. Performance Level Fees at Risk URGENT Response time is 30 minutes or less 99% 3% HIGH Response time is 2 hours or less 99% 3% NORMAL Response time is 4 hours or less 99% 3% LOW Response time is 6 hours or less 99% 3% SERIAL 240129-RFP Our client-centric approach includes our steadfast team stability: we are proud to report zero staff turnover in the past 3 years, guaranteeing continuity and reliability in our service provision. Maricopa County also benefits from direct access to our dedicated support representatives, ensuring prompt and personalized assistance for every ticket raised. We promote a customer care environment that encourages Maricopa County to voice concerns or praise to our Support Leadership at any time. Maricopa County also has the ability to request an increased priority level for any case directly through the support ticket or support representative over the phone or email, by contacting Kelly Beamish as the Account Manager assigned to the case, or to any of our Support Leadership, Services Directors, Vice Presidents, or CEO. In addition, for any issues of high or urgent severity, Support Leadership and the Account Management Team are automatically notified for monitoring and review. We actively reach out to the appropriate teams during or after the case. SERIAL 240129-RFP EXHIBIT D: INFORMATION TECHNOLOGY SUPPLEMENTAL TERMS & CONDITIONS 1. DEFINITIONS 1.1 “Authorized Persons” means the service provider’s employees, contractors, subcontractors or other agents who need to access Maricopa County’s (County) personal data to enable the service provider to perform the services required. 1.2 “Data Breach” means the unauthorized access by a non-authorized person/s that results in the use, disclosure or theft of a County’s unencrypted personal data. 1.3 “Individually Identifiable Health Information” means information that is a subset of health information, including demographic information collected from an individual, and (1) is created or received by a health care provider, health plan, employer or health care clearinghouse; and (2) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) that identifies the individual; or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual. 1.4 “Non-Public Data” means data, other than personal data, that is not subject to distribution to the public as public information. It is deemed to be sensitive and confidential by the County because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information. 1.5 “Personal Data” means data that includes information relating to a person that identifies the person by name and has any of the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver’s license, passport); financial account information, including account number, credit or debit card numbers; or protected health information (PHI) relating to a person. 1.6 “Protected Health Information” (PHI) means individually identifiable health information transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer. 1.7 “Public Jurisdiction” means any government or government agency that uses these terms and conditions. The term is a placeholder for the government or government agency. 1.8 “County Data” means all data created or in any way originating with the County, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the County, whether such data or output is stored on the County’s hardware, the service provider’s hardware or exists in any system owned, maintained or otherwise controlled by the County or by the service provider. 1.9 “County Identified Information Technology IT Security Contact” means the person or persons designated in writing by the County to receive security incident or breach notification. 1.10 “Security Incident” means the potentially unauthorized access by non-authorized persons to personal data or non-public data the service provider believes could reasonably result in the use, disclosure or theft of a County’s unencrypted personal data or non-public data within the possession or control of the service provider. A security incident may or may not turn into a data breach. SERIAL 240129-RFP 1.11 “Service Level Agreement” (SLA) means that part of the written agreement between both the County and the service provider that is subject to the terms and conditions in this document and that unless otherwise agreed to includes (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) the amount of time required for notice by the provider to the County for notification of upcoming changes, (3) security notice requirements, (4) timeframes for response to operational problems and failures, and (5) any remedies for performance failures. 1.12 “Service Provider” means the contractor and its employees, subcontractors, agents and affiliates who are providing the services agreed to under the contract. 1.13 “Software-as-a-Service” (SaaS) means the capability provided to the consumer to use the provider’s applications running on a cloud infrastructure. The applications are accessible from various client devices through a thin-client interface such as a Web browser (e.g., Web-based email) or a program interface. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage or even individual application capabilities, with the possible exception of limited user specific application configuration settings. 1.14 “Statement of Work/Scope of Work” (SOW) means a written statement in a solicitation document or contract that describes the County’s service needs and expectations. 2. SUPPORT OVERVIEW 2.1 Support hours (accommodate our time zone) - Contractor will maintain customer service hours that coincide with our 8:00 a.m.- 5:00 p.m. Monday - Friday Mountain Standard Time (MST) office schedule. They will also provide afterhours support at a level commensurate with the nature of the service provided. 2.2 Updates/upgrades - Contractor will follow a timely and consistent schedule in applying updates to their solution and the underlying infrastructure needed to support it. Zero day/emergency updates will be done expeditiously by Contractor, with proper communication to customers affected. 2.3 Entity will comply with all applicable provisions of the Americans with Disabilities Act (ADA), the Rehabilitation Act of 1973, and all applicable federal regulations, as amended from time to time (ADA Laws). All electronic and information technology and products and services to be used must be compliant with the ADA Laws. 2.3.1 Compliance means that a disabled person can acquire the same information, engage in the same interactions, and enjoy the same services as a nondisabled person, in an equally effective and integrated manner, with substantially equivalent ease of use. 3. DATA OVERVIEW 3.1 Data liberation - Contractor is required to provide the means to pull all user data from Contractor solution any time as desired, in a machine-readable format. 3.2 System shall be capable of encrypting data both at rest and in transit as needed/determined by the customer. 3.3 Data Ownership: The County will own all right, title and interest in its data that is related to the services provided by this contract. The service provider shall not access County user accounts or County data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) as required by the express terms of this contract or (4) at the County’s written request. SERIAL 240129-RFP 3.4 Data Protection: Protection of personal privacy and data shall be an integral part of the business activities of the service provider to ensure there is no inappropriate or unauthorized use of County information at any time. To this end, the service provider shall safeguard the confidentiality, integrity and availability of County information and comply with the following conditions: 3.4.1 The service provider shall implement and maintain appropriate administrative, technical and organizational security measures to safeguard against unauthorized access, disclosure or theft of personal data and non-public data. Such security measures shall be in accordance with recognized industry practice and not less stringent than the measures the service provider applies to its own personal data and non-public data of similar kind. 3.4.2 All data obtained by the service provider in the performance of this contract shall become and remain the property of the County. Contractor usage of customer data for non-County purposes requires written approval from the County. 3.4.3 All personal data shall be encrypted at rest and in transit with controlled access. The County shall identify data it deems as non-public data to the service provider. The level of protection and encryption for all non-public data shall be identified and made a part of this contract. Any stipulation of responsibilities will identify specific roles and responsibilities and shall be included in the SOW, or otherwise made a part of this contract. 3.5 At no time shall any data or processes — that either belong to or are intended for the use of a County or its officers, agents or employees — be copied, disclosed or retained by the service provider or any party related to the service provider for subsequent use in any transaction that does not include the County. 3.6 Hosted applications must have the ability to support encrypted protocols for sensitive data in flight and in rest. Encryption ciphers must use at least a 128-bit key length. Hashing algorithms used must be of the Secure Hash Algorithm (SHA) or Advanced Encryption Standard (AES) family. The minimum acceptable algorithm shall be SHA-2 or AES128. 3.7 Data Location: The service provider shall provide its services to the County and its end users solely from data centers in the U.S. Storage of County data at rest shall be located solely in data centers in the U.S. The service provider shall not allow its personnel or contractors to store County data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The service provider shall permit its personnel and contractors to access County data remotely only as required to provide technical support. The service provider may provide technical user support on a 24/7 basis using a Follow the Sun model, unless otherwise prohibited in the SLA. 3.8 The Contractor shall destroy all offline copies of County data at the time they cease to be useful. Destruction procedures must be made available to the County upon request. 3.9 At the conclusion of the contract, all County data and working papers must be returned to the County and all Contractor copies destroyed. The Contractor must confirm in writing to the County that all data was destroyed in accordance with this agreement and state the methodology used. 4. BACKUP AND DISASTER RECOVERY OVERVIEW 4.1 County has the right to, with 72 hours’ notice, request a test of customer-centric backup and Disaster Recovery functionality, as defined in the contract. 4.2 Backups to removable media must be encrypted using the AES with a minimum of a 128- bit key. Industry recognized key handling procedures must be utilized. At no time shall the SERIAL 240129-RFP key be stored on the backup media in clear text, including but not limited to table labels. The Contractor must make key handling procedures and logs available upon request. 4.3 Unless otherwise stated, hosting providers will complete incremental backups daily and be able to successfully generate full backups within 24 hours unless otherwise agreed upon. 5. INTEGRATION AND INTERFACES OVERVIEW All customer integrations and interfaces are fully documented and updated when changes are made by Contractor at no cost to the County. 6. TESTING OVERVIEW 6.1 A documented strategy for testing and Quality Assurance (QA) of development and configuration shall be provided to the County project team for approval prior to commencement of system build upon request. 6.2 Issues identified in Contractor testing shall be cataloged, updated upon closure with final disposition, and provided to the project team prior to User Acceptance Testing (UAT) testing. 6.3 Contractor will allow the County a reasonable timeframe to execute the test plan and retest items with issues. 6.4 Contractor will work directly with Maricopa County, and external Contractors to integration test all interfaces and transmissions of data. To eliminate constraints and delays in external Contractor testing and validation, a separate mirror environment for testing is advised. 6.5 Contractor will enable automation and file transmission during UAT and parallel testing. 6.6 Contractor will allow the County to execute performance and load testing as prior to the start of UAT. 6.7 The Contractor shall provide County with a UAT test catalog to aid in development of test scripts. 6.8 Testing variances will be documented, categorized, and assigned priority through a mutually agreed upon format. 6.9 Unit testing of the application shall be performed and documented by the Contractor. 6.10 Contractor will provide documented results of testing including negative and positive testing results. 7. CONNECTIVITY OVERVIEW 7.1 Contractor will proactively communicate any proposed networking change made against connections between Contractor and County a minimum of five business days prior to the change. 7.2 Client applications installed on user workstations that must contact the off-site hosting environment must be able to do so through a secured Hypertext Transfer Protocol (HTTP) proxy. Workstations must not be required to directly connect over the Internet for any reason. 7.3 Any connection between the County and Contractor needs to be secured using industry accepted standards. SERIAL 240129-RFP 8. SYSTEM SECURITY OVERVIEW 8.1 Security Incident or Breach Notification and Responsibilities: The service provider shall inform the County of any security incident or data breach. 8.2 Breach notification requirements shall be determined by all applicable laws and contracts including, but not limited to, Arizona Revised Statutes (A.R.S.) 44-7501 and 18-552, California SB 1386, the Health Insurance Portability and Accountability Act (HIPAA), Criminal Justice Information Services (CJIS) and Payment Card Industry (PCI). 8.3 Incident Response: The service provider may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract. Discussing security incidents with the County should be handled on an urgent as-needed basis, as part of service provider communication and mitigation processes as mutually agreed upon, defined by law or contained in the contract. 8.4 Unless otherwise stipulated, if a data breach is a direct result of the service provider’s breach of its contract obligation to encrypt personal data or otherwise prevent its release, the service provider shall bear the costs associated with the following: 8.4.1 the investigation and resolution of the data breach; 8.4.2 notifications to individuals, regulators or others required by state law; 8.4.3 a credit monitoring service required by state (or Federal) law; 8.4.4 a website or a toll-free number and call center for affected individuals required by state law — all not to exceed the average per record per person cost calculated for data breaches in the United States in the most recent Cost of Data Breach Study: Global Analysis published by the Ponemon Institute at the time of the data breach; and 8.4.5 complete all corrective actions as reasonably determined by service provider based on root cause; all [(1) through (5)] subject to this contract’s limitation of liability. 8.5 Breach Reporting Requirements: If the service provider has actual knowledge of a confirmed data breach that affects the security of any County content that is subject to applicable data breach notification law, the service provider shall: 8.5.1 promptly notify the appropriate County identified contact within 24 hours or sooner, unless shorter time is required by applicable law, and 8.5.2 take commercially reasonable measures to address the data breach in a timely manner. 8.6 The Contractor shall make the information security incident response policy and procedure available to the County at any time upon request. 8.7 Access to Security Logs and Reports: The service provider shall provide reports to the County in a format as specified in the SLA agreed to by both the service provider and the County. Reports shall include latency statistics, user access, user access internet protocol (IP) address, user access history and security logs for all County files related to this contract. County may, at their discretion, use separate Security Information and event management (SIEM) tool to analyze and manage provided log and report data. SERIAL 240129-RFP 9. AUDITING AND COMPLIANCE OVERVIEW 9.1 The system must log all material user actions, including but not limited to, logon and log off. 9.2 The system must log all material administrator actions, including but not limited to, user creation, user deleting, password resets, and privilege level changes. 9.3 The system must log failed login attempts. 9.4 Logs must be made available to the County at any time upon written request, preferably though API, web service or some other automated fashion. 9.5 The Contractor must comply with all applicable laws, regulations, and contracts including (but not limited to) CJIS, HIPAA, and PCI. 9.6 Contractors that host applications containing HIPAA protected data must enter into a Business Associate agreement (as defined by HIPPA) with the County. The Business Associate (BA) agreement must be maintained for the life of the contract. 9.7 Audit of Third-Party systems - in order to determine that SLAs or other agreements between the County and the Third-party entity are being adhered to, we reserve the right to audit systems being used to provide the service and supporting services (such as internal work order/Information technology service management (ITSM) systems, log files, etc.) used to support the services being provide to the county. 9.8 The Contractor must make System and Organization Controls 2 (SOC2) compliance reports, or other comparable security report, audit findings, and third-party attestations available at the time of award, and at any time to the County upon request. Updated compliance reports shall be provided to the County Identified IT Security Contact annually. 9.9 For SOC 2 reports, this must be of the solution and not of the hosting service the Contractor may be using (i.e., do not share Amazon’s or Microsoft’s SOC2 report instead of one specific to the solution in question). 9.10 The Contractor must immediately notify the County, in writing, upon a confirmed violation of the compliance requirement. The notification must include any information provided by the regulatory body. SERIAL 240129-RFP EXHIBIT E: OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY 1.0 All contract-related travel plans and arrangements shall be prior-approved by the County contract administrator. 2.0 Lodging, per diem, and incidental expenses incurred in performance of Maricopa County/Special District (County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA) domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to determine rates (no exceptions): www.gsa.gov. 2.1 Additional incidental expenses (i.e., telephone, fax, internet, and copying charges) shall not be reimbursed. They should be included in the contractor’s hourly rate as an overhead charge. 2.2 The County will not (under any circumstances) reimburse for contractor guest lodging, per diem, or incidentals. 3.0 Commercial air travel shall be reimbursed as follows: 3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County contract administrator as a result of the business needs of the County when there is no lower fare available. 3.2 The lowest direct flight airfare rate from the contractor’s assigned duty post (pre-defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site. 3.3 The County will not (under any circumstances) reimburse for contractor guest commercial air travel. 4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same travel period will not be permitted without prior written approval by the County contract administrator. 4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse a contractor if the contractor chooses to purchase this coverage. 4.2 Rental vehicles are restricted to sub-compact, compact, or mid-size sedans unless a larger vehicle is necessary for cost efficiency due to the number of travelers. (NOTE: Contractors shall obtain pre-approval in writing from the County contract administrator prior to rental of a larger vehicle.) 4.3 County will reimburse for parking expenses if free, public parking is not available within a reasonable distance of the place of County business. All opportunities must be exhausted prior to securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH, shuttles, etc. that can transport the contractor to and from County buildings with minimal costs. 4.4 County will reimburse for the lowest rate, long-term, uncovered (covered or enclosed parking will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport. 4.5 The County will not (under any circumstances) reimburse the contractor for guest vehicle rental(s) or other any transportation costs. SERIAL 240129-RFP 5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre-approved by the County contract administrator. These costs include, but are not limited to, the following: in-room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable. 6.0 Travel and per diem expenses shall be capped at 15 percent of project price unless otherwise specified and approved by the County in individual contracts. 7.0 Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per diem expenses, and, if applicable, with a copy of the written consent issued by the County contract administrator. No travel and per diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of all receipts.