200237-CONTRACT HLP SIGNED.PDF

CONTRACT VET IMPORT SOFTWARE

SERIAL 200237-CI

This Contract is entered into this 26 day of June, 2020 by and between Maricopa County (“County”), a political
subdivision of the State of Arizona, and HLP Inc., an Arizona corporation (“Contractor”) for the purchase of animal
care and control software and related services.

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CONTRACT TERM:

11 This Contract is for a term of one (1) year, beginning on the 1" day of July, 2020 and ending
the 30" day of June, 2021.

PRICE ADJUSTMENTS:

Any requests for reasonable price adjustments must be submitted sixty (60) days prior to the timeframe
stipulated on the Contract or Quote. 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 Contract.

PAYMENTS:

3.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit “A.”

3.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
3.3 INVOICES:

3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s)
can be made. At a minimum, the invoice must provide the following information:

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

County purchase order number
Invoice number and date

Payment terms

Date of service or delivery

Quantity

Contract Item number(s)

Description of service provided
Pricing per unit of service

Freight (if applicable)

Extended price

Mileage wirate (if applicable)

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SERIAL 200237-CI
e Total amount due

3.3.2 Problems regarding billing or invoicing shall be directed to the County as listed on the
Purchase Order.

3.3.3. Payment shall 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
hitp://www.maricopa.gov/Finance/V endors.aspx.

3.3.4 EFT payments to the routing and account numbers designated by the Contractor will
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.

AVAILABILITY OF FUNDS:

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4.2

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.

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 ten (10) days in
advance.

DUTIES:

S.1

5.2

The Contractor shall perform all duties stated in Exhibit “A” and Exhibit “B”, or as otherwise
directed in writing by the Procurement Officer.

During the Contract term, County shall 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.

TERMS and CONDITIONS:

6.1

INDEMNIFICATION:

6.1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless County, its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses and expenses, including, but not limited to,
attorney fees, court costs, expert witness fees, and the cost of appellate proceedings,
relating to, arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, mistakes or malfeasance relating to the performance of this Contract.
Contractor’s duty to defend, indemnify and hold harmless County, its agents,
representatives, officers, directors, officials, and employees shall arise in connection with
any claim, damage, loss or expense that is caused by any negligent acts, errors, omissions
or mistakes in the performance of this Contract by the Contractor, as well as any person or
entity for whose acts, errors, omissions, mistakes or malfeasance Contractor may be legally
liable.

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6.1.2

SERIAL 200237-CI

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 paragraph.

The scope of this indemnification does not extend to the sole negligence of County

INSURANCE:

6.2.1

6.2.2

6.2.3

6.2.4

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6.2.9

Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated
minimum insurance from a company or companies duly licensed by the State of Arizona
and possessing a current A.M. Best, Inc. 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.

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.

Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.

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.

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.

County reserves the right to request and to receive, within 10 working days, certified copies
of any or all of the herein required insurance certificates. County shall not be obligated to
review policies and/or endorsements or to advise Contractor of any deficiencies in such
policies and endorsements, and such receipt shall not relieve Contractor from, or be deemed
a waiver of County’s right to insist on strict fulfillment of Contractor’s obligations under
this Contract.

The insurance policies required by this Contract, except Workers’ Compensation shall
name County, its agents, representatives, officers, directors, officials and employees as
Additional Insureds.

The policies required hereunder, except Workers’ Compensation, 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.

Commercial General Liability:

Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The
policy shall include coverage for bodily injury, broad form property damage, personal
injury, products and completed operations and blanket contractual coverage, and shall not
contain any provision which would serve to limit third party action over claims. There shall

6.3

SERIAL 200237-CI

~ be no endorsement or modification of the CGL limiting the scope of coverage for liability

arising from explosion, collapse, or underground property damage.

6.2.10 Automobile Liability:
Commercial/Business Automobile Liability insurance and, if necessary, Commercial
Umbrella 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 under this Contract.
6.2.11 Workers’ Compensation:
6.2.11.1 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.

6.2.11.2 Contractor waives all rights against County 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 pursuant to this Contract.
6.2.12 Certificates of Insurance.
6.2.12.1 Prior to commencing work or services under this Contract, Contractor shall
have insurance in effect 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 be made available to the County upon
ten (10) business days. BY SIGNING THE AGREEMENT PAGE THE
CONTRACTOR AGREES TO THIS REQUIREMENT AND FAILURE TO
MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF
CONTRACT.

6.2.12.2 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.

6.2.12.3 Ifa policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) days prior to the expiration date.

6.2.13 Cancellation and Expiration Notice.

Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.

WARRANTY OF SERVICES:

6.3.1 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.

6.3.2 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

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SERIAL 200237-CI

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.

INSPECTION OF SERVICES:

6.4.1 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.

6.4.2 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.

6.43 Ifany of the services do not conform with Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at no
increase in Contract amount. When the defects in services cannot be corrected by re-
performance, County may:

6.4.3.1 Require the Contractor to take necessary action to ensure that future performance
conforms to Contract requirements; and

6.4.3.2 Reduce the Contract price to reflect the reduced value of the services performed.

6.4.4 Ifthe Contractor fails to promptly perform the services again or to take the necessary action
to ensure future performance in conformity with Contract requirements, County may:
6.4.4.1 By Contract or otherwise, perform the services and charge to the Contractor any

cost incurred by County that is directly related to the performance of such service;
or

6.4.4.2. Terminate the Contract for default.
STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE)

The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful
Respondent under this solicitation, a member of $AVE may access a contract resulting from a
solicitation issued by the County. If you do not want to grant such access to a member of $AVE,
please so state in your proposal. In the absence of a statement to the contrary, the County will
assume that you do wish to grant access to any contract that may result from this Request for
Proposal.

INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s)

County currently holds ICPA’s with numerous governmental entities throughout the State of
Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase
their requirements under the terms and conditions of the County Contract. Please indicate on
Attachment-A, your acceptance or rejection regarding such participation of other governmental
entities. Your response will not be considered as an evaluation factor in awarding a contract.

NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION:

6.7.1 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.

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SERIAL 200237-C1

6.7.2 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the
County Procurement Officer with written notification to follow. Contractor specifically
acknowledges to be bound by this cancellation policy.

TERMINATION FOR CONVENIENCE:

Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days
advance notice to the Contractor.

TERMINATION FOR DEFAULT:

The County may, by written notice of default to the Contractor, terminate this Contract in whole or
in part if the Contractor fails to:

6.9.1 Deliver the supplies or to perform the services within the time specified in this Contract or
any extension;

6.9.2 Make progress, so as to endanger performance of this Contract; or
6.9.3 Perform any of the other provisions of this Contract.

The County’s right to terminate this contract under these subparagraphs may be exercised if the
Contractor does not cure such failure within ten (10) business days (or more if authorized in writing
by the County) after receipt of the notice from the Procurement Officer specifying the failure.

STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:

Notice is given that pursuant to A.R.S. §38-511 the County may cancel this 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.

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 under this contract.

ADDITIONS/DELETIONS OF REQUIREMENTS:

The County reserves the right to add and/or delete materials and services to a Contract. Ifa 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.

RELATIONSHIPS:

6.13.1 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.

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SERIAL 200237-CI

6.13.2 The County reserves the right of final approval on proposed staff for all Task Orders. 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 (2) business days, unless previously approved by the County.

SUBCONTRACTING:

6.14.1 The Contractor may not assign a Contract 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 project.

6.14.2. 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’ invoice shall be invoiced directly to the Prime Contractor, who in turn
shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s
invoice must accompany the Prime Contractor’s invoice.

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.

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

. OTHER REVIEW:

6.16.1 In accordance with section MCI 371 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 (6) years after final payment or until after the resolution of any audit
questions which could be more than six (6) years, whichever is latest. 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.

6.16.2 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.

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.

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.

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6.20

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SERIAL 200237-CI
VALIDITY:

The invalidity, in whole or in part, of any provision of the Contract shall not void or affect the
validity of any other provision of the Contract.

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.

RIGHTS IN DATA:

The County shall own have the use of all data and reports resulting from this Contract without
additional cost or other restriction except as provided by law. Each party shall supply to the other
party, upon request, any available information that is relevant to this Contract and to the performance
hereunder.

VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:

6.22.1 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 (1-9) 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 USCIS.GOV.

6.22.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.22.1
of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s
intent to inspect and shall make the documents available at the time and date specified.
Should the County suspect or find that the Contractor or any of its subcontractors are not in
compliance, the County will consider this a material breach of the contract and may pursue
any and all remedies allowed by law, including, but not limited to: suspension of work,
termination of the Contract for default, and suspension and/or debarment of the Contractor.
All costs necessary to verify compliance are the responsibility of the Contractor.

CONTRACTOR LICENSE REQUIREMENT:

6.23.1 Contractor shall procure all permits, insurance, licenses and pay the charges and fees
necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental or
non-governmental entities as mandated to maintain compliance with and in good standing
for all permits and/or licenses. Contractor shall keep fully informed of existing and future
trade or industry requirements, Federal, State and Local laws, ordinances, and regulations
which in any manner affect the fulfillment of a Contract and shall comply with the same.
Contractor shall immediately notify both Office of Procurement Services and the using
agency of any and all changes concerning permits, insurance or licenses.

6.23.2 Contractors furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. Contractor is not relieved of its obligation to possess the required licenses by
subcontracting of the labor portion of the Contract. Respondents are advised to contact the
Arizona Registrar of Contractors, Chief of Licensing to ascertain licensing requirements

6.24

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SERIAL 200237-CI

for a particular contract. Respondents shall identify which license(s), if any, the Registrar
of Contractors requires for performance of the Contract.

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:

6.24.1 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;

6.24.1.1 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;

6.24.1.2 have not within three (3) year period preceding this Contract;

6.24.1.2.1 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; and

6.24.1.2.2 been convicted of violation of any Federal or State antitrust statues 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; and

6.24.1.2.3 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; and 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 have not within a three (3) year period preceding
this Contract had any public transaction (Federal, State or local)
terminated for cause or default.

6.24.1.3 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.

6.24.2 The Contractor shall include, without modification, this clause in all lower tier covered
transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier
covered transactions related to this Contract.

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.

INFLUENCE
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.

An attempt to influence includes, but is not limited to:

6.26.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment
or educational passes or tickets, or any type valuable contribution or subsidy,

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SERIAL 200237-CI

6.26.2 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.

Ifa 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.

CONFIDENTIALITY INFORMATION:

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.

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 fifteen (15)
calendar days of the written request to do so.

Any requests to the Contractor for County proprietary or confidential information s shall be referred
to the County for review and approval, prior to any dissemination.

PUBLIC RECORDS:

All Offers submitted and opened are public records and must be retained by the Records Manager
at the Office of Procurement Services. Offers shall be open to public inspection after Contract award
and execution, except for such Offers deemed to be confidential by the Office of Procurement
Services. If an Offeror believes that information in its Offer should remain confidential, it shall
indicate as confidential, the specific information 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. The Records Manager of the Office of Procurement Services shall
determine whether the identified information is confidential pursuant to the Maricopa County
Procurement Code.

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, express or implied.

UNIFORM ADMINISTRATIVE REQUIREMENTS:

By entering into this Contract, the Contractor agrees to comply with all applicable provisions of
Title 2, Subtitle A, Chapter I, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS,
COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in
Title 2 C.F. R. § 200 et seq.

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.

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6.32 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.32.1 Exhibit A, Pricing and Services;

6.32.2 Exhibit B, Standard Software Maintenance Agreement;

NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:

Maricopa County

Office of Procurement Services
160 S. 4" Avenue

Phoenix, Arizona 85003-2494

For Contractor:

Keith Brakey

HLP, INC.

9888 W Belleview Ave #110
Littleton, Colorado 80123

SERIAL 200237-CI

IN WITNESS WHEREOF, this contract is executed on the date set forth above.

CONTRACTOR

eacp

AUTHORIZED SIGNATURE

Veity Fahey Chel Operation, OM ee—
PRINTED NAME AND TITLE

648 vest Belleview Ave ld, Littler, BD Coleg

ADDRESS

Ll li /zoze

DATE

MARICOPA COUNTY

CHAIRMAN, BOARD OF SUPERVISORS DATE

ATTESTED:

CLERK OF THE BOARD DATE

APPROVED AS TO FORM:

DEPUTY COUNTY ATTORNEY DATE

SERIAL 200237-CI
EXHIBIT A

PRICING AND SERVICES

HLP. INC PRICE QUOTE

Chameleon Software Products
9888 West Belleview Ave. 110 ; —
Littleton. CO 80123 65 2020 Siodry

Date Estimate #

Name ‘ Address

Mancopa County Animal Control
Atm: Accounts Payable

2500 § 27th Ave

Phoemx. AZ 85009

Description Qty Rate Tota!

Period Covered ~ 1 2020-6 30 2021

Chameleon CMS Annual Support & Mamrenance i 24.000.00 24.000.60
“finuted to L server and unlunited workstanons and unlinuted field service units,

Requied annual WebLicensing WebDonation Service Fee t 3840.00 3.840.00
Annual Certified Dara Connection Support & Maintenance for LockBox 1 960.00 960.00
Anmial Cernfied Data Connection Support & Maintenance for Custom Load 1 960.00 960.00

Progran
Maricopa County Rabies File to Chameleon

Annutal Certified Data Counection support & mamtenance i 960.00
NCOA file and updates the Chameleon database

Annual Service Fee for Vet Inport L 1,920.00 1.920.090
Estimated Vetlmport Transaction fees! Estimated 9.000 wansactions per month for a.79 $8,320.00

12 month period)
Esnmated WebLicensing Transaction Fees(Estumated 13.780 tans:
mnonth for }2 menth penod:

ctions per 165,000) “35 Sy,

Please retum your license renewal form as soon as possible.

Subtotal $175,710.00

Sales Tax (9.3%) $0.00

Total

16.00

Phone # Fax# E-mail Web Site

800-459-8376 866-844-3924 Accounting @ chameleonbeach.com ww chameleonbeach cont

SERIAL 200237-CI

EXHIBIT B

STANDARD SOFTWARE MAINTENANCE AGREEMENTS

CHAMELEON / CMS SOFTWARE
LICENSE AGREEMENT

This is a legal and binding agreement between the Purchaser and HLP, INC. ("HLP"). The request of the Purchaser
for the Chameleon / CMS Software Package ("CMS") and License, and the acceptance of payment for such by HLP,
is an acceptance of these terms and conditions.

I. GRANT OF LICENSE and USE:

HLP shall grant Purchaser this License for use of CMS at the time of payment. HLP grants no software
licenses whatsoever, either explicitly or implicitly, except by full payment for the CMS Software. This license
entitles the Purchaser the right to install CMS on a single Server unit to be used by any number of Client
Workstations. Additional Servers require additional Licenses, except as stated under Terms and
Restrictions. This License Agreement is with the designated Purchaser only. This Purchaser may not rent,
lease, give, sell or in any way transmit any part of the CMS Software Package to an unauthorized,
unlicensed entity. This is a non-exclusive, non-transferable license to the use of CMS.

ft. PAYMENT:

* Payment for CMS is defined as two parts: 1) Cost of initial License and 2) Support and Maintenance.

* The “Cost of initial License” is currently fixed at a published price and is a one-time fee.

* The “Support and Maintenance’ cost is figured by the size of the Purchaser’s network, and this fee is
billed monthly, quarterly, or annually. The formula is a fixed amount for the Server plus a fixed amount for
each client workstation that uses CMS for daily operations. The amount changes as the numbers of
workstations change unless the Purchaser is paying for “unlimited” users. Annual increases in this fixed,
published amount are limited to the “cost of living index’.

* All of the above payment conditions must be met within 30 days of Invoice date in order for the Purchaser
to hold a current, valid CMS License.

Il. OWNERSHIP:

* Title to CMS shall remain with HLP. The CMS product name, software, documentation, and other material
parts of the CMS package are owned by HLP and may not be reproduced in any form, except as stated
under Terms and Restrictions. CMS Software contains the proprietary technology of HLP, INC.

* All modifications, additions, upgrades, and new versions provided for under Support and Maintenance are
considered part of this title and subject to the conditions of this License.

* Purchaser hereby acknowedges HLP's copyright of CMS regardless of whether the copyright notice
appears on CMS or whether it has been filed with the United States Copyright Office.

Iv. TERMS and RESTRICTIONS:

* The Purchaser shall receive an executable copy of CMS Software. The Purchaser may load, copy, or
transmit CMS, in whole or in part, only as is necessary for execution, backup, and hot standby.

* Purchaser may modify or merge CMS solely for execution by itself. Any part of this Software included in
such adaptations will continue to be subject to this License.

* HLP shall bill the Purchaser a Support & Maintenance FEE periodically using the formula under
“Payment”. This bill is due and payable within thirty days of receipt.

* HLP reserves the right to revoke this License if the Support & Maintenance FEE becomes delinquent and
is not remedied 30 days after notification in writing. The Purchaser shall then cease use of CMS.

* Purchaser agrees not to reverse engineer, decompile, or disassemble CMS.

SERIAL 200237-CI
V. MAINTENANCE:

HLP agrees to provide the following maintenance services:

* NEW VERSIONS: New Versions are major changes to the look or feel of CMS. All new versions are
included and guaranteed to ail Purchasers.

* UPGRADES: As requests for improvements are accumulated from more than one Purchaser, they will
be incorporated into periodic upgrades. These upgrades are included and guaranteed to all Purchasers.

* DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser
to the appropriate avenue of correction. HLP shall correct the problem only if the cause is a bug in CMS.
* CORRECTIONS: Corrections in CMS code will be available to all Purchasers through the technical
support office. Corrections will be made as soon as possible after reported and prioritized as to urgency to
CMS operations.

Vi. SUPPORT:

HLP agrees to provide the following support services:

* TECHNICAL SUPPORT LINE: This shall entitle the Purchaser faster access to a technical support person
for questions of high priority. Calls are answered during business days and hours and referred to the
appropriate staff person. Requests may be faxed or left on the message service when lines are busy or
after hours. Evenings, weekends, and holidays are available by pre-arrangement.

* SYSTEM to SYSTEM: When requested, HLP can provide the Purchaser direct support via modem and
communication software in real time.

* SYSTEM ON-LINE HELP: CMS contains comprehensive, context-sensitive, and hyper-texted HELP files
that are installed with the software and upgraded as needed.

* INTERNET WEB SITE: Anintemet site is available 24 hours and 7 days to registered Users. Questions,
suggestions, and comments may be posted to other Users or the HLP staff. Data can be uploaded and
down loaded, all through a local access call.

* PERSONNEL ON-SITE: If, for any reason, HLP cannot resolve the Purchaser's request by the means of
support listed above, and HLP deems the request critical, then HLP staff may visit the Purchaser's site to
resolve the problem.

vil. SOURCE CODE ESCROW:

* This License does not include or cover access in any way to the CMS Source Code.

* HLP has placed in escrow all current Source Code for CMS with an authorized escrow Agent.

* The Purchaser shall be entitled to claim a copy of the CMS Source Code under the terms and conditions
set forth in the Chameleon/CMS Source Code Escrow Agreement.

Vill. LIMITED WARRANTY:

* HLP is the owner of CMS and has the right to grant the Purchaser this license to use the same without
violating any rights of any third party, and there is currently no actual or threatened suit by any such third
party based on the alleged violation of such right by HLP.

* HLP warrants that CMS will perform substantially in accordance with its intended use.

* If CMS does not perform as represented and cannot be remedied within a reasonable time, HLP will
refund the initial cost of this License only.

* HLP does not warrant performance of CMS if it is modified by persons other than the staff of HLP.

* HLP does not warrant that the execution of CMS will be uninterrupted or error free.

* HLP does not warrant that other software programs or computer hardware will not interfere with its
execution.

* HLP disclaims all other warranties, either expressed or implied.

IX. LIABILITY:

Under this agreement, HLP's liability for damages to the Purchaser resulting from the use of CMS shall not
exceed the amount of the Purchaser's initial License. Under this agreement, HLP shall not be liable for any
damages resulting from loss of data or use, lost profits or revenue, or any incidental or consequential
damages.

SERIAL 200237-CI

x. TERMINATION:

HLP may terminate any License granted if Purchaser fails to observe this agreement, and such condition
is not remedied within thirty days after written notice has been given Purchaser. Purchaser will then destroy
all copies and adaptations of all versions of CMS and certify in writing that such has been done.

SERIAL 200237-CI

Chameleon / Public Access Software License Agreement

This is a legal and binding agreement between the Purchaser and HLP, INC.("HLP"). The request of the Purchaser for
the Chameleon / PUBLIC ACCESS Software Package ("PUBLIC ACCESS") and License, and the acceptance of
payment for such by HLP, is an acceptance of these terms and conditions. The PUBLIC ACCESS package is
composed of ChamCam, Knowledge Rocket, PaWWW, PetLink, the integrated hardware, and their media products. .

L GRANT OF LICENSE and USE:

HLP shall grant Purchaser this License for use of PUBLIC ACCESS at the time of payment. HLP grants no software
licenses whatsoever, either explicitly or implicitly, except by full payment for the PUBLIC ACCESS Software. This
license entitles the Purchaser the right to install PUBLIC ACCESS on a single Server unit to be used by any number
of Client Workstations. Additional Clients require additional Licenses, except as stated under Terms and Restrictions.
This License Agreement is with the designated Purchaser only. This Purchaser may not rent, lease, give, sell or in
any way transmit any part of the PUBLIC ACCESS Software Package, or media products of this software, to an
unauthorized, unlicensed entity. This is a limited, non-exclusive, non-transferable license to the use of PUBLIC
ACCESS.

IL PAYMENT:

* Payment for PUBLIC ACCESS is defined as two parts:

1) Cost of initial License and 2) Support and Maintenance.

* The “Cost of initial License” is currently fixed at a published price and is a one-time fee.

* The “Support and Maintenance” cost is figured by the size of the Purchaser’s network, and this fee is billed monthly,
quarterly, or annually. Each client workstation that uses PUBLIC ACCESS for daily operations pays the fixed fee.
The total amount changes as the numbers of workstations change unless the Purchaser is paying for “unlimited” users.
Annual increases in this fixed, published amount are limited to the “cost of living index”.

* All of the above payment conditions must be met within 30 days of Invoice date in order for the Purchaser to hold
a current, valid PUBLIC ACCESS License.

iL OWNERSHIP:

* Title to PUBLIC ACCESS, and the media products from it, shall remain with HLP. The PUBLIC ACCESS product
name, software, documentation, media products, and other material parts of the PUBLIC ACCESS package are owned
by HLP and may not be reproduced in any form, except as stated under Terms and Restrictions. PUBLIC ACCESS
Software, and its media products, contains the proprietary technology of HLP, INC.

* All modifications, additions, upgrades, and new versions provided for under Support and Maintenance are
considered part of this title and subject to the conditions of this License.

* Purchaser hereby acknowledges HLP's copyright of PUBLIC ACCESS regardless of whether the copyright notice
appears on PUBLIC ACCESS or whether it has been filed with the United States Copyright Office.

Iv. TERMS and RESTRICTIONS:

* The Purchaser shall receive a executable copy of PUBLIC ACCESS Software and integrated hardware. The
Purchaser may load, copy, or transmit PUBLIC ACCESS, or its media products, in whole or in part, only as is
necessary for execution, backup, and hot standby.

* Purchaser may modify or merge PUBLIC ACCESS solely for execution by itself. Any part of this Software included
in such adaptations will continue to be subject to this License.

* Purchaser agrees to maintain necessary internet links to allow for a consolidated search of shelter data.

* HLP agrees to maintain a neutral, commercial free internet site for the sole purpose of achieving a consolidated
search. All ‘hits’ are immediately linked to the local Shelter home page.

* Images and data extracts created by PUBLIC ACCESS are intended for use by the Purchaser only. Transfer or sale
of PUBLIC ACCESS images by the PURCHASER to other non-licenses entities for commercial purposes is
forbidden.

* HLP shall bill the Purchaser a Support & Maintenance FEE periodically using the formula under “Payment”. This
bill is due and payable within thirty days of receipt.

SERIAL 200237-CI

* HLP reserves the right to revoke this License if the Support & Maintenance FEE becomes delinquent and is not
remedied 30 days after notification in writing. The Purchaser shall then cease use of PUBLIC ACCESS.

* Purchaser agrees not to reverse engineer, decompile, or disassemble PUBLIC ACCESS.

* Purchaser agrees to protect HLP proprietary information. Information, including, but not limited to, all database
schema, procedures, techniques, sounds, and images, may only be used by authorized, licensed entity.

Vv. MAINTENANCE:

HLP agrees to provide the following maintenance services:

* NEW VERSIONS: New Versions are major changes to the look or feel of PUBLIC ACCESS. All new versions
are included and guaranteed to all Purchasers.

* UPGRADES: As requests for improvements are accumulated from more than one Purchaser, they will be
incorporated into periodic upgrades. These upgrades are included and guaranteed to all Purchasers.

* DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the
appropriate avenue of correction. HLP shall correct the problem only if the cause is a bug in PUBLIC ACCESS.

* CORRECTIONS: Corrections in PUBLIC ACCESS code will be available to all Purchasers through the technical
support office. Corrections will be made as soon as possible after reported and prioritized as to urgency to PUBLIC
ACCESS operations.

VI. SUPPORT:

HLP agrees to provide the following support services:

* TECHNICAL SUPPORT LINE: This shall entitle the Purchaser faster access to a technical support person for
questions of high priority. Calls are answered during business days and hours and referred to the appropriate staff
person. Requests may be faxed or left on the message service when lines are busy or after hours. Evenings, weekends,
and holidays are available by pre-arrangement.

* SYSTEM to SYSTEM: When requested, HLP can provide the Purchaser direct support via modem and
communication software in real time.

* INTERNET WEB SITE: An internet site is available 24 hours and 7 days per week to registered Users. Questions,
suggestions, and comments may be posted to other Users or the HLP staff. Data can be uploaded and down loaded,
all through a local access call.

* PERSONNEL ON-SITE: If, for any reason, HLP cannot resolve the Purchaser's request by the means of support
listed above, and HLP deems the request critical, then HLP staff may visit the Purchaser's site to resolve the problem.

VIL LIMITED WARRANTY:

* HLP is the owner of PUBLIC ACCESS and has the right to grant the Purchaser this license to use the same without
violating any rights of any third party, and there is currently no actual or threatened suit by any such third party based
on the alleged violation of such right by HLP.

* HLP warrants that PUBLIC ACCESS will perform substantially in accordance with its intended use.

* If PUBLIC ACCESS does not perform as represented and cannot be remedied within a reasonable time, HLP will
refund the initial cost of this License only.

* HLP does not warrant performance of PUBLIC ACCESS if it is modified by persons other than the staff of HLP.

* HLP does not warrant that the execution of PUBLIC ACCESS will be uninterrupted or error free.

* HLP does not warrant that other software programs or computer hardware will not interfere with its execution.

* HLP disclaims all other warranties, either expressed or implied.

VOL ~~ LIABILITY:

Under this agreement, HLP's liability for damages to the Purchaser resulting from the use of PUBLIC ACCESS shall
not exceed the amount of the Purchaser's initial License. Under this agreement, HLP shall not be liable for any damages
resulting from loss of data or use, lost profits or revenue, or any incidental or consequential damages.

IX. TERMINATION:
HLP may terminate any License granted if Purchaser fails to observe this agreement, and such condition is not

remedied within thirty days after written notice has been given Purchaser. Purchaser will then destroy all copies and
adaptations of all versions of PUBLIC ACCESS and certify in writing that such has been done.

SERIAL 200237-CI

CERTIFIED DATA CONNECTION
LICENSE AGREEMENT

This is a legal and binding agreement between the Purchaser and HLP, INC. ("HLP"). The request of the Purchaser
for the custom interface to Chameleon/cms Software and the Certified Data Connection (CDC) License, and the
acceptance of payment for such by HLP, is an acceptance of these terms and conditions.

L GRANT OF LICENSE and USE:

HLP shall grant Purchaser this License for the use of the CDC interface at the time of payment. HLP grants no licenses
whatsoever, either explicitly or implicitly, except by full payment. This License entitles the Purchaser the right to
install the custom interface and qualify for a certified data connection. This License Agreement is with the designated
Purchaser only. This Purchaser may not rent, lease, give, sell or in any way transmit any part of the CDC License to
an unauthorized, unlicensed entity. This is a non-exclusive, non-transferable license to the use of the CDC.

I. PAYMENT:

All payment conditions must be met in order for the Purchaser to hold a valid CDC License. Payment for CDC
License is defined as two parts: .

* The one-time fee for the custom interface with Chameleon/cms Software.

* The annual fee for Support and Maintenance.

i. OWNERSHIP:

* Title to the custom interface and the CDC License shall remain with HLP. The CDC product name, software,
documentation, and other material parts of the CDC package are owned by HLP and may not be reproduced in any
form, except as stated under Terms and Restrictions. CDC Software contains the proprietary technology of HLP,
INC.

* All modifications, additions, upgrades, and new versions provided for under Maintenance and Support are
considered part of this title and subject to the conditions of this License.

* Purchaser hereby acknowledges HLP's copyright of the CDC regardless of whether the copyright notice appears on
the CDC or whether it has been filed with the United States Copyright Office.

Iv. TERMS and RESTRICTIONS:

* The Purchaser must hold and maintain a valid Chameleon/cms License for the term of this Agreement.

* The Purchaser shall receive and install the tables, triggers, and SQL of the CDC interface. The Purchaser may load,
copy, or transmit CDC, in whole or in part, only as is necessary for execution, backup, and hot standby.

* HLP shall bill the Purchaser a Maintenance and Support fee annually. This bill is due and payable within thirty days
of the annual due date.

* HLP reserves the right to revoke this License if the Maintenance and Support fee becomes delinquent and is not
remedied 30 days after notification in writing, The Purchaser shall then cease use of the CDC interface.

* Purchaser agrees not to reverse engineer, decompile, disassemble or modify in any manner any part of the CDC
interface.

* Purchaser agrees to take all necessary steps to protect knowledge of the CDC program processes, schema, and
technology that are proprietary and confidential to HLP from any and all non-licensed entities.

Vv. MAINTENANCE and SUPPORT:

HLP agrees to provide the following services under this License:

* UPGRADES: improvements in the CDC software code are included and subject to this License.

* DIAGNOSIS: Technical personnel will diagnose the cause of system problems and refer the Purchaser to the
appropriate avenue of correction. HLP shall correct the problem only if the cause is a bug in CDC.

* CORRECTIONS: Corrections in CDC code will be available to all Purchasers through the technical support office.
Corrections will be made as soon as possible after reported and prioritized as to urgency.

* TECHNICAL SUPPORT LINE: This entitles the Purchaser access to a technical support person for questions of
high priority. Calls are answered during business days and hours and referred to the appropriate staff person. Requests

SERIAL 200237-C1

may be faxed or left on the message service when lines are busy or after hours. Evenings, weekends, and holidays are
available by pre-arrangement.

* SYSTEM to SYSTEM: When requested, HLP can provide the Purchaser direct support via communication software
in real time.

* INTERNET WEB SITE: An internet site is available 24 hours and 7 days to registered Users. Questions,
suggestions, and comments may be posted to other Users or the HLP staff. Data can be uploaded and down loaded,
all through a local access call.

Vi SOURCE CODE ESCROW:

* This License does not include or cover access in any way to the CDC Source Code.

* HLP has placed in escrow all current Source Code for CDC with an authorized escrow Agent.

* The Purchaser shall be entitled to claim a copy of the CDC Source Code under the terms and conditions set forth in
the Chameleon/CDC Source Code Escrow Agreement.

VIL LIMITED WARRANTY:

* HLP is the sole owner of CDC and has the right to grant the Purchaser this license to use the same without violating
any rights of any third party, and there is currently no actual or threatened suit by any such third party based on the
alleged violation of such right by HLP.

* HLP warrants that CDC will perform substantially in accordance with its intended use.

* HLP does not warrant performance of CDC if it is modified by persons other than the staff of HLP.

* HLP does not warrant that the execution of CDC will be uninterrupted or error free.

* HLP does not warrant that other software programs or computer hardware will not interfere with its execution.

* HLP disclaims all other warranties, either expressed or implied.

Vill. LIABILITY:

Under this agreement, HLP's liability for damages to the Purchaser resulting from the use of CDC shall not exceed
the amount of the Purchaser's initial License. Under this agreement, HLP shall not be liable for any damages resulting
from loss of data or use, lost profits or revenue, or any incidental or consequential damages.

Ix. TERMINATION:

HLP may terminate any License granted if Purchaser fails to observe this agreement, and such condition is not
remedied within thirty days after written notice has been given Purchaser. Purchaser will then destroy all copies and
adaptations of all versions of CDC and the custom interface and certify in writing that such has been done.