3-220158 FINAL AMENDMENT #1 02122024.PDF
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AMENDMENT #1 TO Master Agreement SERIAL 220158-CI This Amendment (“Amendment”) is made and entered into this 28th day of February, 2024, and modifies that certain Master Agreement Serial 220158-CI (also, “Agreement”) dated February 23, 2022 by and between Maricopa County, a political subdivision of the State of Arizona, (“County” or Customer”) and Intergraph Corporation, through its Hexagon Safety, Infrastructure and Geospatial division (“Hexagon”) [hereafter, “Party” or “Parties]. WHEREAS, the Parties continue to agree that as the manufacturer of the software products, Intergraph Corporation, through its Hexagon Safety, Infrastructure & Geospatial division provides unique value in supporting the elements of the software directly provided by Hexagon; and WHEREAS, the Parties continue to agree that only Hexagon may directly provide the maintenance and support services for all of these products to County; and WHEREAS, the Parties seek to continue that unique relationship whereby Hexagon will make available to County certain proprietary software, including related proprietary Documentation; software maintenance services; Equipment/Content; DevTools; Cloud Programs; and professional services; and other items, which will be provided to County pursuant to the Agreement as amended. WHEREAS, the Parties seeks to extend the Term of the Agreement to February 28, 2025, with an option for the County to renew for an additional year. WHEREAS, the Parties agree to additional changes to the Agreement as required by law. NOW THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, the receipt and sufficiency of which is hereby acknowledged, Hexagon and County, by their signatures below, agree as follows: 1. The following provision shall be added to the Agreement as Section 8 (FORCED LABOR) of the PRINCIPAL CONTRACTING DOCUMENT: 1.0 FORCED LABOR 1.1 By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35- 394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions. DocuSign Envelope ID: 4C3943D9-8709-46B1-B512-04569DE9E2B6 1.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use: 1.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 1.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 1.2.3 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. 1.3 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 of the 180 days period, the agreement terminates on the agreement termination date. 2. The Agreement shall be further amended as follows: a. Section 5.1 (Term) of the Hexagon MASTER TERMS AND CONDITIONS is deleted and replaced with: Term. The Term of the Master Agreement shall begin on the Effective Date and remain in effect until February 28, 2025 or until the Master Agreement is earlier terminated pursuant to the terms set forth herein or by mutual agreement of the Parties. County may, at its option and at the County’s sole discretion, renew the Term of this Master Agreement for an additional year. County shall notify Hexagon in writing of its intent to extend the Master Agreement Term at least sixty (60) calendar days prior to the expiration of the original Term. An Order that is executed prior to the expiration of the Term of the Master Agreement shall be governed by the Master Agreement even if the Master Agreement Term expires during the performance of the Order. To the extent County executes an Order pursuant to later issued master terms, then this Master Agreement shall terminate upon completion of all Orders executed hereunder regardless of the amount of time remaining in the Term. 3. In the event of a conflict between this Amendment and the Agreement, the terms and conditions of this Amendment shall govern. DocuSign Envelope ID: 4C3943D9-8709-46B1-B512-04569DE9E2B6 4. This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original and all of which when taken together, shall constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories hereto. 5. All other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the County and Hexagon have caused this Amendment to be executed. INTERGRAPH CORPORATION, through its Hexagon Safety, Infrastructure & Geospatial division MARICOPA COUNTY, ARIZONA Authorized Signature Date Chairman, Board of Supervisors Date Intergraph Representative’s Printed Name and Title APPROVED AS TO FORM Deputy County Attorney Date DocuSign Envelope ID: 4C3943D9-8709-46B1-B512-04569DE9E2B6 Tiffany Taylor February 12, 2024 Finance Director ATTESTED Clerk of the Board ______________________________________ Date