14065-CONTRACT AMENDMENT #2 06-24-20.PDF

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AMENDMENT No. 2 
To 
IT CONSULTING SERVICES FOR INTEGRATED CRIMINAL JUSTICE 
SERIAL NO. 14065-CI 
Between  
 
 
Pragmatica, LLC  
& 
Maricopa County, Arizona 
 
 
WHEREAS, Maricopa County, Arizona (“County”) and Pragmatica, LLC. (“Contractor”) have entered 
into a Contract for IT Consulting Services on July 30, 2014 and effective August 1, 2014 (“Agreement”) under 
County Contract No. 14065-CI. 
 
WHEREAS, County and Contractor previously agreed to modify the Agreement in Amendment No. 1 on 
July 31, 2019. 
 
 
WHEREAS, County and Contractor have agreed to further modify the Agreement by changing certain 
terms and conditions;  
 
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, 
receipt of which is hereby acknowledged, the parties hereto agree as follows: 
 
 
1. 
CONTRACT TERM (Section 1.2): 
 
The parties have agreed to renew the current Agreement for a period of two (2) years expiring 
on July 31, 2022 (‘Term’).  
 
2. 
INDEMNIFICATION (Section 6.1 is deleted in its entirety and replaced with the following):  
 
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, agents, 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 relating to the performance of this Contract. 
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, 
agents, 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 there from, 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, any one 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. 
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.

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3. 
INSURANCE (Section 6.2.1 is deleted in its entirety and replaced with the following):  
 
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. 
 
4. 
INSURANCE (Section 6.2.13 is deleted in its entirety and replaced with the following): 
 
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. 
In the event any insurance policy(ies) required by this contract is(are) written on a “claims made” 
basis, coverage shall extend for two (2) years past completion and acceptance of Contractor’s work 
or services and as evidenced by annual Certificates of Insurance. 
If a policy does expire during the life of the Contract, a renewal certificate must be sent to County 
fifteen (15) calendar days prior to the expiration date. 
 
5. 
INSURANCE (Section 6.2.14 is deleted in its entirety and replaced with the following): 
 
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 thirty (30) calendar days prior written notice to 
Maricopa County. Contractor must provide to Maricopa County, within two (2) 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 160 
South 4th Avenue, Phoenix, AZ 85003, or emailed to Procurement Officer noted in solicitation. 
 
6. 
TERMINATION FOR CONVENIENCE (Section 6.7 is deleted in its entirety and replaced with 
the following): 
 
Maricopa County may terminate the resultant contract for convenience by providing 60 calendar 
days advance notice to the Contractor. 
7. 
TERMINATION FOR DEFAULT (Section 6.8 is deleted in its entirety and replaced with the 
following): 
 
The County may, by written notice of default to the Contractor, terminate this Contract in whole 
or in part if the Contractor fails to: 
a. 
Deliver the supplies or to perform the services within the time specified in this 
Contract or any extension;  
 
b. Make progress, so as to endanger performance of this Contract; or  
 
c. 
Perform any of the other provisions of this Contract.

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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. 
 
8. 
CONFIDENTIAL INFORMATION (Add the following language to Section 6.34): 
 
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. 
 
9. 
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 (Add the following language 
to Section 6.35): 
 
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement has 
a value of $100,000 or more, vendor 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. 
FORCE MAJEURE (Add the following language to Section 6.36): 
 
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 will 
include 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, strike, 
interruption or failure of electricity or telecommunication service. 
 
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. 
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.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. 
IN WITNESS WHEREOF, this Contract Amendment is executed on the date set forth when executed by Maricopa 
County. 
Authorized S&nature 
Beth Sobotka, Managing Partner 
Printed Name and Title 
5/11/2020 
Date 
MARICOPA COUNTY: 
Chairman, Board of Supervisors 
Date 
ATTESTED: 
Clerk of the Board 
Date 
APPROVED AS TO-FORM: 
?eputy County Attorney 
Date U 
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