MCLD_240132-CI CONTRACT_03_25_24_III SIGNED.PDF

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CONTRACT FOR LIBRARY MANAGEMENT  SYSTEM 
SOFTWARE, MAINTENANCE AND SUPPORT  
 
This contract is entered into this 27th day of March, 2024 by and between Maricopa County (“County”, 
“Library District”), a political subdivision of the State of Arizona, and Innovative Interfaces, Inc. a Michigan 
corporation (“Contractor”, “Innovative Interfaces”, “Clarivate”) for the purchase of a library management 
system, software, maintenance and support of the application solution and other related products and 
services. This contract replaces and supersedes any previous agreement regarding the maintenance and 
support of the system. 
 
1.0 
CONTRACT TERM 
 
This contract is for a term of five years, beginning on the 1st of April, 2024 and ending the 31st of 
March, 2029 (the “Initial Term”). 
 
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. For the avoidance of doubt, such 
cooperation may involve Contractor’s Exit Services fees at the then applicable rate and which will 
be agreed between the Parties through execution of the applicable Statement of Work.  
 
4.0 
PRICE ADJUSTMENTS 
 
4.1 
Fees through the Initial Term are those as set out in Exhibit A-1, which include an annual 
increment of 3.5%.  
 
4.2 
Any other 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

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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 
 
5.1 
As consideration for performance of the duties described herein, County shall pay 
Contractor the sum(s) stated in Exhibit A – Vendor Information and Pricing. 
 
5.2 
Payment shall be made upon the County’s receipt of a properly completed invoice. 
 
5.3 
INVOICES 
 
5.3.1 
The Contractor shall submit one legible copy of their detailed invoice before 
payment(s) will be made. 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) 
• 
Description of purchase (product or services) 
• 
Line items must be, preferably within the invoice, and if not, within an 
accompanying statement, divided and identified in terms of taxable and 
non-taxable. 
• 
Pricing per unit of purchase 
• 
Extended price 
• 
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 accessible from 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 
Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to 
any installation labor on items that are not attached to real property performed by

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Contractor under the terms of this Contract, the installation labor cost and the gross 
receipts for materials provided shall be listed separately on the Contractor’s 
invoices. 
 
5.4.2 
State and Local Transaction Privilege Taxes: To the extent any state and local 
transaction privilege taxes apply to sales made under the terms of this Contract it 
is the responsibility of the seller to collect and remit all applicable taxes to the 
proper taxing jurisdiction of authority.  
 
5.4.3 
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, 
and local taxes applicable to its operation and any persons employed by the 
Contractor.  
 
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  60 days in advance, or as soon as 
possible thereafter after becoming aware. 
 
7.0 
DUTIES 
 
7.1 
The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise  
mutually agreed in writing between the parties. 
 
7.2 
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. 
 
8.0 
TERMS AND CONDITIONS 
 
8.1 
INDEMNIFICATION 
 
8.1.1 
If a third party files a legal action in a court of competent jurisdiction against the 
County claiming the Software, as delivered to the County by Innovative, directly 
infringes such third party’s U.S. copyright or U.S. patent, Innovative will defend the 
County against such legal action, provided that the County promptly notifies 
Innovative in writing of the legal action and fully cooperates with Innovative in the 
defense of such legal action.  Innovative will also indemnify the County from all 
damages and out-of-pocket costs (including reasonable attorneys’ fees) finally 
awarded by a court of competent jurisdiction in connection with any such legal 
action, or agreed to by Innovative in a settlement. Innovative will control all aspects 
of the defense and conduct the defense and any settlement negotiations in any 
such third-party legal action.  This indemnification is limited to the Software in the 
form delivered to the County and does not cover claims arising from (x)

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modifications thereto not made by Innovative, or, even if by Innovative, at the 
request of the County; (y) use of the Software in combination with other software 
or items not provided by Innovative, or (z) third party modifications (including 
addition of source code) to the Software. 
 
8.1.2 
As the exclusive remedy of the County under the limited indemnity set forth in 
Section 8.1.1, if the use of the Software by the County is enjoined, Innovative will, 
at its sole option: (i) obtain for the County the right to continue to use the Software, 
(ii) modify the Software to remove the cause of the legal action, (iii) replace the 
Software at no additional charge to Client with a substantially similar, non-infringing 
product, which will then be subject to the provisions of this Agreement, or (iv) 
terminate this Agreement and refund to the County that portion of the Fees 
allocable to the infringing component of the Software, prorated for the period the 
County’s use of the Software is enjoined.  None of the above warranties or 
remedies will apply with respect to any element of the Software that has been 
modified by any party other than Innovative or used in a manner for which the 
Software is not designed or intended. This Section states Innovative’s entire 
liability and the County’s exclusive remedies for infringement of intellectual 
property rights of any kind. 
 
 
8.2  
LIABILITY 
 
(a) Unlimited liabilities. Neither party excludes or limits liability for (i) fraud, (ii) 
death or personal injury caused by negligence, (iii) claims for payment or 
reimbursement or indemnification or (iv) any other liability, including gross 
negligence, where not permitted to do so under Applicable Laws and nothing in this 
contract shall be interpreted to do so. 
(b) Excluded losses. Neither party will be liable for (i) lost profits, lost business, lost 
revenue, anticipated savings, lost data, or lost goodwill; or (ii) any special, incidental 
or exemplary damages, indirect or consequential losses, or anticipated savings. 
(c) Limitation. The aggregate liability of each party (and of any of Clarivate’s third 
party providers) for all claims arising out of or in connection with this contract, including 
for breach of statutory duty, in tort or in negligence (collectively ‘Claims’), will not 
exceed the amount of any actual direct damages up to the amounts payable in the 
12 months prior to the first incident under which liability arose (or where the claim 
arose in the first 12 months of this contract, the amounts that would have been 
payable in the first 12 months) for the Product that is the subject of the claim. 
(d) Claims. The parties may not assign or transfer Claims and must bring Claims within 
12 months of arising. 
(e) No liability. Contractor will not be responsible for failures, errors or delays that 
occur because of (i) County’s or a third party’s technology or network; (ii) County’s 
actions or inaction (other than proper use of the Product), such as failing to follow the 
usage instructions or adhering to the minimum recommended technical 
requirements; (iii) changes the County makes to the Products; (iv) County’s failure to 
implement and maintain proper and adequate virus or malware protection and proper 
and adequate backup and recovery systems; (v) County’s failure to install updates 
Contractor has provided to County; or (vi) other causes not attributable to Contractor. If 
Contractor learns that the Product failed because of one of these, Contractor reserves 
the right to charge County for Contractor’s work in investigating the failure at 
Contractor’s then currently applicable rates. At County’s request we will assist you in 
resolving the failure at a fee to be agreed upon. 
(f) Third party intellectual property. If a third party sues County claiming that a 
Product as provided by Clarivate infringes their intellectual property rights then, 
provided County’s use of such Product has been in accordance with the terms of this

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contract, Contractor will defend County against the claim and pay damages that a court 
finally awards against County or that are included in a settlement approved by 
Contractor, provided that the County (i) promptly notifies Clarivate in writing of the claim; 
(ii) supply information Contractor reasonably requests; and (iii) allows Clarivate to 
control the defense and settlement. Contractor has no liability for Claims to the extent 
caused by items not provided by Contractor. In relation to liability arising solely from 
one of Contractor’s third party providers' data, software or other materials, 
Contractor’s liability will be limited to the amount Contractor recovers from that third 
party supplier divided by the number of Claims by our customers, including the 
County. 
(g) Mitigation. Each party shall take reasonable steps to limit and mitigate any losses, 
liability, Claims or other costs it may incur under this contract and which it may seek 
to recover from the other, including under any reimbursement or indemnity. Further, 
in the event a Product infringes or may infringe a third party’s intellectual property 
rights Contractor may, at Contractor’s expense and option: (a) replace or modify the 
Product to make it non-infringing, while maintaining equivalent functionality; (b) 
procure the right for the County to continue using the Product pursuant to this 
contract; or (c) terminate the Product and provide the County a refund on a pro-rata 
basis. 
(h) Equitable relief. Each party agrees that damages may not be a sufficient 
remedy for any misuse of the others intellectual property, confidential information 
or trade secrets, and each party may seek equitable relief (including specific 
performance and injunctive relief) as a remedy for breach of this contract. 
 
8.3 
INSURANCE 
 
8.3.1 
Contractor, at Contractor’s own expense, shall purchase and maintain, at a 
minimum, the herein stipulated insurance. 
 
8.3.2 
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. 
 
8.3.3 
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. 
 
8.3.4 
Contractor’s insurance shall be primary insurance as respects County, and any 
insurance or self-insurance maintained by County shall not contribute to it. 
 
8.3.5 
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. 
 
8.3.6 
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.  
 
8.3.7 
The General Liability insurance policy  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.

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8.3.8 
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. 
 
8.3.8.1 
Commercial General Liability 
 
Commercial General Liability (CGL) insurance and, if necessary, 
Commercial Umbrella insurance with a limit of not less than $1,000,000 
for each occurrence, $2,000,000 Products/Completed Operations 
Aggregate, and $2,000,000 General Aggregate Limit.  
 
8.3.8.2 
Automobile Liability 
 
Commercial/Business Automobile Liability insurance with a combined 
single limit for bodily injury and property damage of not less than 
$1,000,000 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.  
 
8.3.8.3 
Workers’ Compensation 
 
8.3.8.3.1 
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.  
 
8.3.8.3.2 
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. 
 
8.3.8.4 
Errors and Omissions/Professional Liability Insurance 
 
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 
 
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

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an extended discovery period will be exercised for a period of two years, 
beginning at the time work under this contract is completed. 
 
8.3.8.5 
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.  
 
8.3.8.6 
Certificates of Insurance 
 
8.3.8.6.1 
Upon Contract execution,  Contractor shall furnish the 
County with valid and complete Certificates of Insurance, or 
formal endorsements as required by the contract 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. 
 
8.3.8.6.2 
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. 
 
8.3.8.6.3 
If a policy does expire during the life of the Contract, a 
renewal certificate must be sent to County  covering each 
renewal period. 
 
8.3.8.6.4 
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 
 
8.3.8.7 
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, notice of a policy 
that has been or will be suspended, canceled, materially changed for 
any reason, has expired, or will be expiring.  
 
8.4 
FORCE MAJEURE 
 
8.4.1 
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

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usurped power or confiscation, terrorist activities, nationalization, government 
sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or 
failure of electricity or telecommunication service, and pandemic. 
 
8.4.2 
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. 
 
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. 
 
8.5 
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. 
 
8.6 
PROCUREMENT CARD ORDERING CAPABILITY 
 
County may opt to use a procurement card (Visa or Master Card) to make payment for 
orders under this contract. County accepts that certain Card payments may attract an 
additional fee. 
 
8.7 
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. 
 
8.8 
PURCHASE ORDERS 
 
8.8.1 
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. In 
addition, if the County cancels a purchase order, the County shall pay to Contractor 
20% of the non-discounted list price for the purchase order for the time period, up 
to Contractor’s receipt of County notice of cancellation, that the County received 
the benefit of the preferential pricing. 
 
8.8.2 
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. 
 
8.9 
BACKGROUND CHECK 
 
Contractor may, upon reasonable request, 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 do business with the County. This applies to, but is not limited to, the

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Contractor, subcontractors, and employees, and the failure to pass these checks may 
deem the respondent non-responsible or result in a request by the City for a subcontractor 
or employee to be replaced. 
 
8.10 
SUSPENSION OF WORK 
 
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 with no reduction or loss in the 
fees due to be paid to Contractor hereunder. 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. 
 
8.11 
STOP WORK ORDER 
 
8.11.1 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: 
 
8.11.1.1 cancel the stop work order with no reduction or loss in the annual fees due to be 
paid to Contractor hereunder; or  
 
8.11.1.2 terminate the work covered by the order as provided in the Termination for Default 
or the Termination for Convenience clause of this contract. 
 
8.11.1.3 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 
 
8.12 
TERMINATION FOR CONVENIENCE 
 
The County is being offered preferential pricing on new purchases and renewals for those 
items in Exhibit A in exchange for its commitment to a 5-year contract term. The County 
has the right to terminate this contract or any product license for convenience on sixty (60) 
days written notice made prior to, and effective as of, the end of the then current renewal 
year. If the County terminates this contract, any part of the work called for by this contract, 
or any product license for convenience, the County shall pay to Contractor 20% of the non-
discounted list price for the product license or contract for each year that the County 
received the benefit of the preferential pricing or 20% of the non-discounted list price for 
any part of the work called for by this contract for the period of time that the County received 
the benefit of the preferential pricing.

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8.13 
TERMINATION FOR DEFAULT 
 
8.13.1 The County may, by written Notice of Default to the Contractor, terminate this 
contract in whole or in part if the Contractor fails to: 
 
8.13.1.1 deliver the supplies or to perform the services within the time specified 
in this contract or any extension;  
 
8.13.1.2 make progress, so as to endanger performance of this contract; or 
 
8.13.1.3 perform any of the other provisions of this contract. 
 
8.13.2 The County’s right to terminate this contract under these subparagraphs may be 
exercised if the Contractor does not cure such failure within 30 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. 
 
8.14 
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. 
 
8.15 
CONTRACTOR EMPLOYEE MANAGEMENT 
 
8.15.1 Contractor shall endeavor to maintain the personnel proposed in their proposal 
throughout the performance of this contract. 
 
8.15.2 If Contractor personnel’s employment status changes, Contractor shall provide 
County a list of proposed replacements with equivalent or greater experience. 
 
8.15.3 Under no circumstances shall the implementation schedule to be impacted by a 
personnel change on the part of the Contractor. 
 
8.15.4 Contractor shall not reassign any key personnel identified in their proposal without 
the express consent of the County. 
 
8.15.5 County reserves the right to immediately remove from its premises any Contractor 
personnel it determines to be a risk to County operations. 
 
8.15.6 County reserves the right to request the replacement of any Contractor personnel 
at any time, for any reason. 
 
8.16 
WARRANTY OF SERVICES 
 
8.16.1 Innovative warrants, solely for the benefit of Client, that all Services rendered 
pursuant to this Agreement will be performed in professional manner consistent 
with industry practices.  Innovative agrees to re-perform any Services not in 
compliance with this warranty brought to its attention within thirty (30) days after 
those Services are performed. 
 
8.16.2 Innovative warrants, solely for the benefit of Client that for a period of 30 (thirty) 
days after delivery, the Work Product delivered will perform in accordance with the 
specifications contained in the applicable SOW.  Innovative agrees to correct any 
such Work Product not in compliance with this warranty brought to its attention 
within the foregoing warranty period.

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8.16.3 The exclusive remedy of Client under the limited services warranties set forth in 
Sections 8.15.1 and 8.15.2 are set forth in Sections 8.15.1 and 8.15.2 respectively. 
 
8.16.4 WARRANTY OF SOFTWARE 
SOFTWARE WARRANTY Contractor warrants, solely for the benefit of the 
County, that the Software will conform in all material respects to the applicable 
technical documentation for the Software provided to County by Contractor and 
expressly identified by Contractor as the specifications for the Software 
(collectively, the "Specifications"). 
 
8.17 
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. 
 
8.18 
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. 
 
8.19 
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. 
 
8.20 
SUBCONTRACTING 
 
8.20.1 The Contractor may not assign this contract or subcontract to another party for 
performance of the terms and conditions hereof without the prior written permission 
of the County, which permission will not be unreasonably withheld.  Innovative 
agrees to keep accurate and complete records of tasks and hours of any 
subcontractors used by Contractor in performing the Services.  Innovative will be 
solely responsible for, at its own cost, verifying the employment history, 
educational and professional credentials and licenses, and criminal history of each 
subcontractor.  In providing the Services, Innovative will not knowingly utilize a 
subcontractor who have been convicted of fraud, theft, larceny, embezzlement or 
any other felony or other crime of moral turpitude.  Innovative is solely responsible 
to ensure that all its subcontractors are in compliance with the Immigration Reform 
and Control Act of 1986 (“IRCA”). Specifically, Innovative will comply fully with the 
record keeping and other requirements of IRCA, including without limitation all I-9 
requirements.

SERIAL #240132-CI 
8.21 
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. 
 
8.22 
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, it must be in accordance with Section 8.12 
(TERMINATION FOR CONVENIENCE) and 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 and agreed in writing between the Contractor and the County. 
 
8.23 
RIGHTS IN DATA 
 
8.23.1 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. 
 
8.23.2 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. 
 
8.24 
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR 
OTHER REVIEW 
 
8.24.1 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. The parties agree that any audit contemplated 
by this clause will (i) be limited in scope to this contract; (ii) occur during reasonable 
business hours; and will be at Maricopa County’s own costs. 
 
8.25 
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 #240132-CI 
8.26 
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. 
8.27 
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. 
 
8.28 
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. 
 
8.29 
RELATIONSHIPS 
 
8.29.1 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. 
 
8.29.2 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 previously approved by the County. 
Contractor will not be in any way held responsible for any delay caused by the 
request for substitute personnel by County.  
 
8.30 
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 
downloaded 
from 
the 
Arizona 
Memory 
Project 
at 
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1.) 
 
8.31 
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01 
 
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. 
 
8.32 
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 
 
8.32.1 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:

SERIAL #240132-CI 
 
8.32.1.1 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; 
 
8.32.1.2 have not within a three-year period preceding this contract: 
 
8.32.1.2.1 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 
 
8.32.1.2.2 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; 
 
8.32.1.3 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; 
 
8.32.1.4 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  
 
8.32.1.5 have not within a three-year period preceding this contract had any 
public transaction (Federal, State or local) terminated for cause or 
default. 
 
8.32.2 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. 
 
8.32.3 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. 
 
8.33 
VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL 
IMMIGRATION LAWS AND REGULATIONS 
 
8.33.1 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

SERIAL #240132-CI 
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. 
 
8.33.2 The County retains the legal right to inspect documents of Contractor and 
subcontractor employees performing work under this contract to verify compliance 
with paragraph 8.34.1 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. 
 
8.34 
CONTRACTOR LICENSE REQUIREMENT 
 
8.34.1 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 
Office of Procurement Services and the department of any and all changes 
concerning permits, insurance, or licenses. 
 
8.34.2 Contractor 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 obtain and possess 
the required licenses by subcontracting of the labor portion of the contract. 
Contractors are advised to contact the Arizona Registrar of Contractors, Chief of 
Licensing, to ascertain licensing requirements for a particular contract. Contractor 
shall identify which license(s), if any, the Registrar of Contractors requires for 
performance of the contract. 
 
8.35 
INFLUENCE 
 
8.35.1 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. 
 
8.35.2 An attempt to influence includes, but is not limited to: 
 
8.35.2.1 
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. 
 
8.35.3 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.

SERIAL #240132-CI 
 
8.35.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY 
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT 
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS 
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH 
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, 
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT 
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM 
THE EVALUATION PROCESS. 
 
8.36 
CONFIDENTIAL INFORMATION 
 
8.36.1 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. 
 
8.36.2 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. 
 
8.36.3 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. 
 
8.37 
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.  
 
8.38 
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. 
 
8.39 
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. 
 
8.40 
FORCED LABOR 
 
8.40.1 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

SERIAL #240132-CI 
Revised Statutes Section 35-394. Contracting; procurement; prohibition; written 
certification; remedy; termination; exception; definitions. 
 
8.40.2 Contractor certifies that it does not currently, and agrees for the duration of the 
contract, that it will not use:  
 
8.40.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 
8.40.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs 
in the People’s Republic of China.  
 
8.40.2.3 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. 
 
8.40.3 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 
occurs before the end the 180-day period, the agreement terminates on the 
agreement termination date. 
 
8.41 
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. 
 
8.42 
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. 
 
8.43 
RELIGIOUS ACTIVITIES 
 
The contractor agrees that costs, planned or claimed, including costs incurred, shall not 
include any expense for any religious activity. 
 
8.44 
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. 
 
8.45 
EQUAL EMPLOYMENT OPPORTUNITY 
 
8.45.1 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,

SERIAL #240132-CI 
or recruitment advertising, lay-off or termination, rates of pay or other forms of 
compensation, and selection for training, including apprenticeship. 
 
8.45.2 Contractor shall comply with the following provisions in so far as such provisions 
apply to Contractor: 
 
8.45.2.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. 
§§ 2000a, et seq.); 
 
8.45.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 
 
8.45.2.3 The Age Discrimination in Employment Act of 1967, as amended 
(29U.S.C. §§ 621, et seq.); 
 
8.45.2.4 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. 
 
8.45.2.5 Contractor understands that the United States has the right to seek 
judicial enforcement of this assurance. 
 
8.46 
CERTIFICATION REGARDING LOBBYING 
 
8.46.1 Contractor certifies, to the best of their knowledge and belief, that: 
 
8.46.1.1 
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. 
 
8.46.2 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. 
 
8.46.3 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. 
 
8.46.3.1 
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

SERIAL #240132-CI 
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. 
 
8.47 
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). 
 
8.48 
ENERGY POLICY AND CONSERVATION ACT 
 
Contractor must adhere to the applicable 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). 
 
8.49 
CONTRACT DISPUTES  
 
All Contract disputes will be handled in accordance with the Maricopa County Procurement 
Code, MCI-906. 
 
8.50 
INCORPORATION OF DOCUMENTS 
 
8.50.1 The following are to be attached to and made part of this Contract: 
 
8.50.1.1 Exhibit A – Vendor Information  
 
8.50.1.2 Exhibit A-1 – Product and Services Pricing 
 
8.50.1.3 Exhibit A-2 – Software Licensing Terms 
 
8.50.1.4 Exhibit B – Scope of Work 
 
8.50.1.5 Exhibit C – Hosting Services Terms and Conditions  
 
8.50.1.6 Exhibit D – SaaS Support Terms 
 
8.50.1.7 Exhibit E – Information Technology Supplemental Terms and Conditions 
 
8.51 
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: 
 
Innovative Interfaces, Inc. 
Attn: Contracts Manager 
789 E. Eisenhower Parkway 
Ann Arbor, MI 48108

SERIAL #240132-CI 
IN WITNESS WHEREOF, this contract is executed on the date set forth above. 
CONTRACTOR 
AUTHORIZED SIGNATURE 
PRINTED NAME AND TITLE 
ADDRESS 
DATE 
MARICOPA COUNTY 
CHAIRMAN, BOARD OF SUPERVISORS 
DATE 
ATTESTED 
CLERK OF BOARD 
DATE 
APPROVED AS TO FORM: 
DEPUTY COUNTY ATTORNEY  
DATE 
Jeff Anusbigian - VP, Sales Operations
March 25, 2024
789 E. Eisenhower Parkway, Ann Arbor, MI 48108

SERIAL #240132-CI 
EXHIBIT A  
VENDOR INFORMATION AND PRICING 
 
SERIAL: 
240132-CI 
NIGP CODE:   
92045 
COMPANY NAME: 
Innovative Interfaces, Inc. 
DOING BUSINESS AS (dba): 
MAILING ADDRESS: 
789 E. Eisenhower Parkway Ann Arbor, MI 48108 
REMIT TO ADDRESS: 
789 E. Eisenhower Parkway Ann Arbor, MI 48108 
TELEPHONE NUMBER: 
510-289-0134 
FAX NUMBER: 
NA 
WWW ADDRESS: 
www.III.com 
REPRESENTATIVE NAME: 
Tom McNamara 
REPRESENTATIVE TELEPHONE NO: 
510-289-0134 
REPRESENTATIVE EMAIL ADDRESS 
Tom.Mcnamara@clarivate.com 
 
 
YES 
NO 
REBATE 
WILL ALLOW OTHER GOVERNMENTAL ENTITIES 
TO PURCHASE FROM THIS CONTRACT: 
[  ] 
[X] 
 
WILL ACCEPT PROCUREMENT CARD FOR 
PAYMENT 
[  ] 
[X] 
 
 
PAYMENT TERMS:  NET 30 DAYS

SERIAL #240132-CI 
 
 
 
 
 
EXHIBIT A-1 
PRODUCT AND SERVICES PRICING

SERIAL #240132-CI

SERIAL #240132-CI

SERIAL #240132-CI 
 
Exhibit A-2 
Software Licensing Terms 
 
Polaris - Subscription and/or Perpetual Licenses 
 
1. License. County and, where applicable, its Authorized Users (defined below) may use the Software 
(including any County configurations) (i) only for the management of the library and for servicing its patrons 
(including permitting Authorized Users to search library catalogues), and not on an outsourced basis, as a 
service bureau, for resale, or similarly on behalf of or for the direct or indirect benefit of third parties, and (ii) 
only in accordance with the other terms of this contract. The license does not include hosting services, which 
must be purchased separately.  
2. Copies. Non-production use includes training, development, testing, quality assurance, staging or 
preproduction provided that the copies of the Software are not used in a production environment or as a 
backup to production The license includes the right to use a single production instance and up to two (2) 
additional copies for non-production use at no additional charge. Non-production use includes training, 
development, testing, quality assurance, staging or preproduction provided that the copies of the Software 
are not used in a production environment or as a backup to production. 
3. New Releases. The license granted to the County pursuant to this contract will include, at no additional 
cost, a license to use all new scheduled major releases, service pack releases, and hot fixes of the software 
offered generally by Clarivate to its clients during the term of this contract (collectively, "New Releases"). "New 
Releases" do not include new or additional modules, applications or other software now or hereafter offered 
by Clarivate, each of which require a separate license and payment of additional license fees. Additional fees 
may be required for implementation of New Releases. 
4. Authorized Users.  For clarity, the County’s patrons do not fall within the number of Authorized Users. .  
5. Aggregated Data. Contractor may use the County’s Content and otherwise collect information related to 
the County’s use of Contractor’s product to create and use aggregate, non-identifying and anonymized data 
(“Collected Data”). The County acknowledges and agrees that it will have no rights in any products or services 
created or sold by Clarivate or its affiliates that use Collected Data. 
6. Early termination. The County may terminate this contract at any time during the Initial Term effective as 
of the date of the next annual anniversary of the term if the County’s budget (funding) is eliminated and the 
County provides written evidence of the elimination of the County’s budget (funding), such evidence to be in 
the form and substance reasonably requested by Clarivate. 
7. Modules. The County’s purchase and use of additional modules, tools or other applications from Contractor 
with the Software are subject to the same terms as the Software.  
Vega, Innovative Mobile, Innovative Phone Alerts or Software-as-a-Service 
 
1. License. Contractor will provide the County with subscription access via a website to Contractor’s 
Integrated Library System solution known as “Vega”. The County and, where applicable, its Authorized Users 
may access and use Vega (including any County configurations) (i) only for the management of the library 
and for servicing its patrons (including permitting Authorized Users to search library catalogues), and not on 
an outsourced basis, as a service bureau, for resale, or similarly on behalf of or for the direct or indirect benefit 
of third parties, and (ii) only in accordance with the other terms of this contract. 
2. New Releases. The license granted to the County pursuant to this contract will include, at no additional 
cost, a license to use all new scheduled major releases, service pack releases, and hot fixes of the software 
offered generally by Clarivate to its clients during the term of this contract (collectively, "New Releases"). "New 
Releases" do not include new or additional modules, applications or other software now or hereafter offered 
by Clarivate, each of which require a separate license and payment of additional license fees. Additional fees 
may be required for implementation of New Releases. 
3. Aggregated Data. Contractor may use the County’s Content and otherwise collect information related to 
the County’s use of Contractor’s product to create and use aggregate, non-identifying and anonymized data 
(“Collected Data”). The County acknowledges and agrees that it will have no rights in any products or services 
created or sold by Clarivate or its affiliates that use Collected Data. 
4. Authorized Users.  Patrons fall within the number of Authorized Users on the County’s Order Form.  
5. Early termination. The County may terminate this contract at any time during the Initial Term effective as 
of the date of the next annual anniversary of the term if the County’s budget (funding) is eliminated and the 
County provides written evidence of the elimination of the County’s budget (funding), such evidence to be in 
the form and substance reasonably requested by Clarivate.

SERIAL #240132-CI 
EXHIBIT B 
SCOPE OF WORK 
 
1.0 
INTENT 
 
The intent of this contract is for the Contractor shall provide all labor, materials and equipment necessary 
to complete the work in accordance with this Scope of Work to Polaris Integrated Library System (ILS) 
hardware, software and the ongoing maintenance of same.  
 
2.0 
SCOPE OF WORK 
 
2.1 
Maintenance Services 
 
Contractor shall provide ongoing maintenance for the Polaris Integrated Library System as follows: 
 
2.1.1 
Provide library staff with a single point-of-contact to respond to questions and issues. 
 
2.1.2 
Assist the library’s System Administrator in using the native notification capabilities 
provided by system applications (backup manager, virus protection) to identify issues and 
potential issues before they become problems and report directly to the designated library 
contact. 
 
2.1.3 
Provide diagnostic service via telephone, email and the Internet Monday through Sunday, 
24 hours a day excluding standard Contractor/Maricopa County Library District (MCLD) 
holidays. 
 
2.1.4 
Contractor's Operations Center's hours are Monday – Friday 8:30 AM to 8:00 PM Eastern 
Standard Time. From 8:30AM to 5:00PM ET MCLD will be able to call Customer Support 
and reach its Site Manager. From 5:00PM to 8:00PM EST, MCLD will either reach a Site 
Manager or a Support Engineer working at Contractor headquarters that evening. After 
8:00PM EST calls emergency support will be transferred to an Answering Service and will 
be referred to the designated Customer Support representative on-call evenings, 
weekends, and holidays to provide 24x7 emergency support.  Emergency support is 
limited to work in correcting problems that impact critical functionality of the System, such 
as the inability to circulate books or materials or for customers to search the web-based 
catalog. Software service calls that cannot be solved immediately will be referred to 
specialists within the Operations Center. Non-emergency issues will be addressed by 
Customer Support during normal business hours. 
 
2.1.5 
MCLD will accept responsibility for all server operations, including, but not limited to, 
regularly scheduled backups, server configuration updates, system software upgrades 
subject to Contractor’s agreement, installation and maintenance of current service packs 
and security patches, 3rd party software updates and all costs associated with said 
requirements.  
 
2.1.6 
Software maintenance covers 
 
2.1.6.1 
Support for Polaris software. 
 
2.1.6.2 
Trouble-shooting of any Polaris ILS software-related problem. 
 
2.1.6.3 
Provision of updates to the latest version of the Polaris ILS software. 
 
2.1.6.4 
Support for SQL Reports interface with Polaris ILS software.

SERIAL #240132-CI 
2.2 
DISASTER RECOVERY SERVICES 
 
Contractor will recover and restore data that are lost as the result of Polaris software failure. If the 
loss of data is due to a security breach resulting from the sole negligence on the part of MCLD, 
Contractor will recover/restore the system for a fixed charge of $500 per incident. 
 
2.2.1 
ADVANCED SUPPORT SERVICES  
 
These services include: 
 
2.2.1.1 
Contractor’s Customer Supportal = customer support helpdesk database.  The 
Supportal serves to help improve communications with System Administrators 
at customer sites.  The Supportal will automatically generate email notices to 
System Administrators, detailing any new incident reports created by site. The 
system will also send follow-up notifications when the status of any Incident 
Report pertaining to the site has changed. This will allow System Administrators 
to follow the progress of support issues submitted for resolution. Through the 
Supportal, in addition to submitting, reviewing, and updating incident reports, 
customer sites have access to: 
 
• 
Contractor’s Knowledgebase 
• 
All site Support tickets 
• 
Contractor’s Notices 
• 
Administration functionality for customer site’s Supportal accounts 
• 
Solutions & Enhancements (solutions to common issues & problems; 
browse enhancement requests) 
• 
Downloads (download updates and files  
• 
Training videos 
 
2.2.1.2 
Contractor will assist the library’s System Administrator in using the native 
notification capabilities provided by system applications (backup manager, virus 
protection) to identify issues and potential issues before they become problems 
and report directly to the designated library contact. 
 
2.3 
HOSTING SERVICES 
 
Contractor will provide hosting services for the Polaris ILS servers and applications for the libraries 
whose Polaris ILS systems are paid for by the MCLD. 
 
2.3.1 
Contractor shall host each Library’s database at the Contractor’s data center 
 
2.3.2 
Contractor shall perform  daily backups for each Library’s database 
 
2.3.3 
Contractor shall be responsible for contractors server and associated hardware 
maintenance 
 
2.3.4 
Contractor shall update firmware and Microsoft updates 
 
2.3.5 
Hosting shall be provided for (1) the following libraries whose systems are currently hosted 
by Contractor, and (2) for other possible libraries  who contract to be hosted in the near 
future: 
 
 
2.3.5.1 Avondale Public Library 
2.3.5.2 Buckeye Public Library 
2.3.5.3 Chandler Public Library 
2.3.5.4 Desert Foothills Public Library 
2.3.5.5 Glendale Public Library 
2.3.5.6 Mesa Public Library 
2.3.5.7 Peoria Public Library

SERIAL #240132-CI 
2.3.5.8 Scottsdale Public Library 
2.3.5.9 Surprise Public Library 
2.3.5.10 Tempe Public Library 
2.3.5.11 Tolleson Public Library 
2.3.5.12 Wickenburg Public Library 
2.3.5.13 Youngtown Public Library 
2.3.5.14 Maricopa County Library District (currently not hosted-future possibility)

SERIAL #240132-CI 
EXHIBIT C 
HOSTING SERVICES TERMS AND CONDITIONS 
 
 
These Hosting Services Terms and Conditions (“Hosting Terms”) apply to the License Agreement if, and 
only to the extent that, Hosting Services are identified on the Pricing Exhibit to the License Agreement as 
a purchased service.  Unless otherwise specified, capitalized terms in these Hosting Terms have the same 
meaning as those in the GTCs.  The terms set forth herein supplement, but do not replace or modify, the 
GTCs.      
 
1. Hosting Services.  The following terms apply for all purposes to Client’s license to and use of the 
Software under the Agreement.  
2. Hosting Solution.  Innovative offers clients a standard cloud-based hosting option (the “Standard 
Plan”).  The table below sets forth the features of the Standard Plan.  This option provides industry-leading 
security and monitoring at a SOC 1/SOC 2 Type 2/ISO 27001-audited datacenter by a top-tier cloud hosting 
provider (the “Hosting Provider”), with the flexibility to meet clients’ data storage, data recovery, and 
information security policy requirements.  To meet clients’ global hosting needs, Innovative offers hosting 
options in datacenters located in the United States, Ireland, Australia and the Asia-Pacific region, however, 
Innovative reserves the right to increase, decrease and/or relocate its datacenters at any time. 
Feature 
Standard 
24x7 infrastructure monitoring 
 
Dedicated production environment 
 
99.9% guaranteed infrastructure uptime**  
 
Dedicated public IP address and custom URL 
 
Operating system installation and management 
 
Library software installation and upgrades 
 
Data backups  
Daily 
Archive data backup retention 
30 days 
 
3. Hosting Solution System Configuration.  The hosting systems are configured to meet the solution 
requirements as per the Hosting Terms set forth on the Pricing Exhibit to the License Agreement. 
4. Security Controls. 
a. 
Generally.  Subject to the terms of the Agreement, Innovative implements industry-
recognized best practices to prevent the unintended or malicious loss, destruction or alteration of Client’s 
data resident in the Software.   
b. 
Access Control. Highly available redundant firewall and edge routers are configured to 
control access to hosted systems   
c. 
Network Systems Audit Logging.  All network logon activity and password changes are 
logged, monitored, controlled and audited.  All intrusion detection and firewall log monitoring are done 
through services provided by the Hosting Provider.  The pertinent log files and configuration files related to 
customer's hosted solution are retained for seven days and can be made available upon request for audit 
and problem resolution, as may be required. 
d. 
Encryption.  Encryption for data-in-transit is provided as a part of the Standard Plan. 
e. 
Network Monitoring.  All network systems and servers are monitored 24/7/365.    Innovative 
will monitor its systems for security breaches, violations and suspicious (questionable) activity. This

SERIAL #240132-CI 
includes suspicious external activity (including, without limitation, unauthorized probes, scans or break-in 
attempts) and suspicious internal activity (including, without limitation, unauthorized system administrator 
access, unauthorized changes to its system or network, system or network misuse or program information 
theft or mishandling).  Innovative will notify Client as soon as reasonably possible of any known security 
breaches or suspicious activities involving Client’s production data or environment, including, without 
limitation, unauthorized access and service attacks, e.g., denial of service attacks. 
f. 
Physical Security.  The Software resides in systems configured for the customer out of 
Innovative's hosting location.  The physical infrastructure used to support Software licensed to Client (and 
services purchased by Client from Innovative, as applicable), including the servers, storage, switches, and 
firewalls, are either provided by the Hosting Provider or owned by Innovative. Innovative partners with 
datacenter providers who are designed to satisfy requirements of most security sensitive customers with 
constant monitoring, high automation, high availability, and highly accredited to global security standards, 
including: PCI DSS Level 1, ISO 27001, FISMA Moderate, FedRAMP, HIPAA, and SOC 1 (formerly referred 
to as SAS 70 and/or SSAE 16) and SOC 2.  
g. 
Security Audits.  Client may perform audits of Innovative’s security best practices. 
Innovative will share various security audit reports as requested by Client. 
h. 
Information Security Auditing/Compliance.  Innovative’s hosting providers undergo SOC 
1/SOC 2 Type 2/ISO 27001 audits each year by independent third-party audit firms.  Innovative also holds 
the internationally-recognized ISO 27001:2013 standard for its information security management system 
supporting the hosting solutions.   
i. 
**The 99.9% guaranteed infrastructure uptime is subject to the following Service Level 
Agreement (SLA): 
j. 
Hours of operation/exclusive remedy for service unavailability. Innovative offers a monthly 
infrastructure uptime target of 99.9% of Scheduled Up-Time to Client.  Scheduled Up-Time means all of the 
time in a month that is not Scheduled Downtime or Third Party Unavailability.  In the event that Innovative 
fails to provide Client with 99.9% infrastructure uptime for three consecutive months, Client will be entitled 
to receive a credit equal to the prorated amount of the Fees for the period in which Innovative failed to 
provide such infrastructure uptime during such months upon receipt of written notice from Client.  The 
remedies set forth in this Paragraph (i) are the exclusive remedies of the Client for Innovative’s failure to 
provide Client with 99.9% infrastructure uptime. 
k. 
Scheduled Downtime. Scheduled Downtime means the period of time which Innovative or 
the Hosting Provider, conduct periodic scheduled system maintenance for which Innovative will provide the 
Client with advance notice.  Innovative will make commercially reasonable efforts to provide Client notice 
of scheduled system maintenance 48 hours in advance.

SERIAL #240132-CI 
 
Exhibit D 
SaaS Software Support, Service Availability and Maintenance 
 
 
This document outlines Contractor’s Software support, maintenance and service availability for Vega, 
Innovative Mobile, Innovative Phone Alerts or Software-as-a-Service. 
 
Support 
Requesting support.  Support includes issue analysis, support case management, prioritization of issues, 
tracking and investigation of issues and explanation of error messages. The County must provide Contractor 
with the information Contractor needs to resolve the County’s problem. This includes relevant contact 
information, details about the problem, error messages, user IDs, and any other necessary information. If the 
County has problems using Contractor’s software, the County’s designated administrators can contact the 
Contractor during normal hours. The County’s administrator will be provided an internal portal to report issues 
and review their status. 
Response.  Contractor will use commercially reasonable efforts to meet the service level objectives stated 
below. Target response times to confirm receipt and begin troubleshoot and diagnosis of the problem are 
below.  Resolution times cannot be guaranteed, although Contractor undertakes every effort to resolve the 
County’s issues as soon as possible.  
Priority  
Response  
Criteria 
Severity 1  
1 Business hour  
A major component of the software is in a non-responsive state and 
severely affects library productivity or operations. A high impact 
problem that affects the entire library system. Widespread system 
availability, production system is down 
Severity 2  
4 Business hours  
Any component failure or loss of functionality not covered in Severity 
1 that is hindering operations, such as, but not limited to: 
excessively slow response time, functionality degradation; error 
messages; backup problems; or issues affecting the use of the 
module or the data   
Severity 3  
2 Business Days 
An issue (other than a Severity 1 or 2) which (a) has no direct and 
material impact on business processes, (b) has an impact only on a 
segment of users, or (c) does not yet disrupt time-critical business 
processes. 
Severity 4  
as promptly as is 
reasonably 
practical 
Non-performance related incidents, including general questions, 
requests for information, documentation questions, enhancement 
requests. These will be logged but no immediate action will be 
taken.  Contractor will generally monitor the situation but will not be 
obliged to provide any solution. 
 
 
 
Escalation Path.  If the County does not receive a response within the timeframe designated above, please 
reach out to the County’s Account Manager.    
 
Hosting Services 
 
Service availability 
Contractor endeavors to ensure 99.5% availability of Contractor’s software and make commercially 
reasonable efforts to schedule maintenance and system upgrades during the weekends or outside regular 
business hours (i.e. after regular end of business Pacific Time and before start of business Eastern Time) 
with reasonable notice. Availability is calculated by dividing the number of minutes the software was 
available during the Measured Period by the total sum of the minutes in the Measured Period less any 
Excluded Downtime.  
 
For the purposes of this calculation, (i) the Measured Period is a calendar year and (ii) the Excluded 
Downtime includes scheduled downtime for system maintenance and release updates, as well as any

SERIAL #240132-CI 
service unavailability attributable to the County’s breach, any actions or omissions by the County or its 
users, causes beyond Contractor’s control, or separate instances of unavailability of less than 5 (five) 
minutes duration each, provided such instances are not of a persistent nature. 
 
If availability falls below 99.5% in a month for three consecutive months, the County will be entitled to a 
credit equal to the prorated amount of the fees for hosting services for any time during such three-month 
period in which the software was unavailable (other than Excluded Downtime).  This credit will be the 
County’s exclusive remedy for such unavailability.  
 
Security Controls 
Contractor takes reasonable and appropriate administrative, technical and physical measures to protect 
the confidentiality, integrity and availability of the County’s data; however, security and compliance is a 
shared responsibility between the County and Clarivate. The Contractor’s responsibilities, including those 
managed by Clarivate hosting partners, are described below. The County should take into consideration 
any special configurations or third-party applications and the County’s responsibilities depending on any 
applicable laws and regulations.  
 
The table below sets forth the features of Contractor’s standard cloud-based hosting option. Premium 
support may be available for an additional cost.  
 
Feature  
Standard  
24x7 network monitoring  
 
Dedicated production environment  
 
99.5% guaranteed infrastructure uptime  
 
Dedicated public IP address and custom URL  
 
Operating system installation and management  
 
Library software installation and upgrades  
 
Data backups   
Daily  
Archive data backup retention  
30 days  
 
Network Systems Audit Logging. All network logon activity and password changes are logged, monitored, 
controlled and audited. All intrusion detection and firewall log monitoring is done through services provided 
by the hosting provider. The pertinent log files and configuration files related to the County's hosted solution 
are retained for seven days and can be made available upon request for audit and problem resolution, as 
may be required. 
 
Encryption. Encryption for data-in-transit is provided as a part of the Standard Plan. 
 
Network Monitoring. All network systems and servers are monitored 24/7/365.  Contractor will monitor its 
systems for security breaches, violations and suspicious activity. This includes suspicious external activity 
(including, without limitation, unauthorized probes, scans or intrusion attempts) and suspicious internal 
activity (including, without limitation, unauthorized system administrator access, unauthorized changes to 
its system or network, system or network misuse or program information theft or mishandling). Contractor 
will notify the County as soon as reasonably possible of any known security breaches or suspicious 
activities involving the County’s production data or environment, including, without limitation, unauthorized 
access and service attacks, e.g., denial of service attacks.  
 
Physical Security. The physical infrastructure used to support the product (and other professional services 
purchased by the County from Clarivate, as applicable), including the servers, storage, switches, and 
firewalls, are provided by the hosting provider. The hosting provider limits access to only authorized 
personnel, and badge and/or biometric scanning controls access. Security cameras placed in the hosting 
facilities provide video surveillance. 
 
Audit and Security Testing. Hosting providers perform regular security audits and testing. The County may 
not perform its own audits of hosting providers.

SERIAL #240132-CI 
Security Assessments. The County may perform vendor due diligence reviews of Contractor’s security best 
practices. Contractor undergoes annual audits by independent firms and will share its security certifications, 
and audit reports under Non-Disclosure, as requested by the County. 
 
Information Security Auditing/Compliance. Contractor’s hosting providers undergo SOC 1/SOC 2 Type 
2/ISO 27001 audits each year by independent third-party audit firms. Contractor also holds the 
internationally-recognized ISO 27001:2013 standard for its information security management system 
supporting the hosting solutions. Contractor partners with hosting providers who are designed to satisfy 
requirements of most security sensitive customers with constant monitoring, high automation, high 
availability, and highly accredited to global security standards, including: PCI DSS Level 1, ISO 27001, 
FISMA Moderate, FedRAMP, HIPAA, and SOC 1 (formerly referred to as SAS 70 and/or SSAE 16) and 
SOC 2. Contractor offers hosting options in datacenters located in the United States, Canada, United 
Kingdom, Ireland, Australia and the Asia-Pacific region, however, Clarivate reserves the right to increase, 
decrease and/or relocate its datacenters at any time. 
 
The County’s responsibility. The County remains responsible for properly implementing access and use 
controls and configuring certain features and functionalities of the software that the County may elect to 
use in the manner that the County deems adequate to maintain appropriate security, protection, deletion, 
and backup of its data. 
 
Disclaimer 
Support services do not include visits to the County’s site, any services for third party equipment or software, 
problems stemming from a change the County made to the software, or consulting services related to the 
County specific configurations or implementation (such as interactions between the software and the County’s 
hardware, installations at the County’s site, assistance with acceptance testing, County specific templates or 
reports, etc.). Contractor has no obligation to correct any error resulting from a failure by the County to 
implement a third-party software modification or update recommended by Contractor and provided to the 
County at no charge.   
Contractor is not responsible for downtime or any other failure to meet the availability requirement if the root 
cause of the disruption is (i) the County’s breach of this contract; (ii) the County’s failure to use minimum 
recommended browser standards for access to and use of the software; or (iii) outside of Contractor’s control 
including, but not limited to, failures of hardware or software of upstream service providers or at the County’s 
location or improper use of the software. Any additional services which the County may request and which 
Contractor may agree to perform will be billed on a time and materials basis subject to Contractor’s current 
applicable rates.

SERIAL #230181-RFP 
 
EXHIBIT E 
INFORMATION TECHNOLOGY SUPPLEMENTAL TERMS AND CONDITIONS 
 
1. 
DEFINITIONS 
 
1.1 
“Authorized Persons” means the service provider’s employees, contractors, subcontractors 
or other agents who need to access the County’s 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.12  
 
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.13  
 
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 I.T. 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.  
 
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

SERIAL# 230181-RFP 
 
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” means a written statement in a solicitation document 
or contract that describes the County’s service needs and expectations.  
 
2. 
ADA SUPPORT OVERVIEW  
 
2.1 
Contractor represents that it is committed to promoting and improving accessibility to 
enable Client to comply with the W3C Web Content Accessibility Guidelines Version 2.0 
Level AA (WCAG 2.0 standard) and Americans with Disabilities Act ("ADA"), 42 U.S.C. 
12101 et seq. and Sections 504 and 508 of the Rehabilitation Act 29 U.S.C. 701 et seq. as 
those laws apply to the City. Contractor agrees to address within a commercially 
reasonable time, any complaint related to compliance accessibility of its software that has 
been identified and brought to the attention of Contractor. 
 
2.1.1 
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 - vendor is required to provide the means to pull all user data from vendor 
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. 
 
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

SERIAL# 230181-RFP 
 
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. Vendor 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 statement of work (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 vendor 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 vendor copies destroyed. The vendor 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 Advanced Encryption Standard 
(AES) with a minimum of a 128-bit key. Industry recognized key handling procedures must 
be utilized. At no time shall the key be stored on the backup media in clear text, including 
but not limited to table labels. The vendor 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 
 
5.1. 
All customer integrations and interfaces are fully documented and updated when changes 
are made by vendor at no cost to the County.

SERIAL# 230181-RFP 
 
 
 
6. 
CONNECTIVITY OVERVIEW: 
 
6.1. 
Vendor will proactively communicate any proposed networking change made against 
connections between vendor and County a minimum of 5 business days prior to the 
change. 
 
6.2. 
Client applications installed on user workstations that must contact the off-site hosting 
environment must be able to do so through a secured HTTP proxy. Workstations must not 
be required to directly connect over the Internet for any reason.  
 
6.3. 
Any connection between the County and vendor needs to be secured using industry 
accepted standards. 
 
7. 
SYSTEM SECURITY OVERVIEW: 
 
7.1. 
Security Incident or Breach Notification and Responsibilities: The service provider shall 
inform the County of any security incident or data breach. 
 
7.2. 
Breach notification requirements shall be determined by all applicable laws and contracts 
including, but not limited to, Arizona Revised Statutes 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). 
 
7.3. 
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.  
 
7.4. 
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: 
 
7.4.1. 
the investigation and resolution of the data breach;  
 
7.4.2. 
notifications to individuals, regulators or others required by state law;  
 
7.4.3. 
a credit monitoring service required by state (or federal) law;  
 
7.4.4. 
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 
 
7.4.5. 
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.  
 
7.5. 
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 
 
7.5.1. 
promptly notify the appropriate County identified contact within 24 hours or sooner, 
unless shorter time is required by applicable law, and

SERIAL# 230181-RFP 
 
7.5.2. 
take commercially reasonable measures to address the data breach in a timely 
manner.  
 
7.6. 
The vendor shall make the information security incident response policy and procedure 
available to the County at any time upon request. 
 
7.7. 
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 IP address, user 
access history and security logs for all County files related to this contract. County may, at 
their discretion, use separate SIEM tool to analyze and manage provided log and report 
data. 
 
8. 
AUDITING AND COMPLIANCE OVERVIEW 
 
8.1. 
The system must log all material user actions, including but not limited to, logon and log 
off.  
 
8.2. 
The system must log all material administrator actions, including but not limited to, user 
creation, user deleting, password resets, and privilege level changes.  
 
8.3. 
The system must log failed login attempts.  
 
8.4. 
Logs must be made available to the County at any time, preferably though API, web service 
or some other automated fashion 
 
8.5. 
The vendor must comply with all applicable laws, regulations, and contracts including (but 
not limited to) Criminal Justice Information Services (CJIS), Health Insurance Portability 
and Accountability Act, and Payment Card Industry (PCI).  
 
8.6. 
Vendors that host applications containing HIPAA protected data must enter into a Business 
Associate agreement (as defined by HIPPA) with the County. The Business Associate 
agreement must be maintained for the life of the contract.  
 
8.7. 
Audit of 3rd Party systems - in order to determine that SLAs or other agreements between 
Maricopa County and the 3rd 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/ITSM systems, log files, etc.) used to support the services being provide to the 
county. 
 
8.8. 
The vendor must make 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 I.T. Security Contact annually.   
 
8.9. 
For SOC 2 reports, this must be of the solution and not of the hosting service the vendor 
may be using (i.e., do not share Amazon’s or Microsoft’s SOC2 report instead of one 
specific to the solution in question). 
 
8.10. The vendor 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.