CTR063562_Amendment_1.pdf

CONTRACT AMENDMENT

Arizona Department of

Economic Security 1789 W Jefferson Street, Mail Drop 1541, Phoenix, AZ 85007

CONTRACT NUMBER: AMENDMENT NUMBER:

CTR063562 1

DESCRIPTION/ LABEL: UI BENEFITS MODERNIZATION

CONTRACTOR NAME: GEOGRAPHIC SOLUTIONS INC.

THE ABOVE REFERENCED CONTRACT IS HEREBY MODIFIED AS FOLLOWS:

In accordance with the Uniform Terms and Conditions, Section 5, Contract Changes, the Contract is being revised as follows:

1. Special Terms and Conditions (STC) Section 60, Indemnification is hereby added to the Contract:

60. INDEMNIFICATION

Contractor shall indemnify, defend with counsel reasonably approved by the State, and hold harmless, the State, its departments, agencies, boards, commissions, universities, officers, agents and employees (collectively, the "Indemnitee") from and against any and all third-party claims, actions, damages, costs (including attorneys' fees), and losses arising under this Contract, including, but not limited to, bodily injury or personal injury (including death) or loss or damage to tangible or intangible property, but excluding damages arising solely from the gross negligence or willful misconduct of the Indemnitee. This indemnification obligation includes any claim or amount arising out of, or recovered under, the Workers' Compensation Law or arising out of the failure of Contractor to comply with any federal, state or local law, statute, ordinance, rule, regulation or court decree. Contractor shall have control, subject to the reasonable approval of the State, of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when substantial principles of government or public law are involved, or when involvement of the State is otherwise mandated by law, the State may elect, in its sole and absolute discretion, to participate in such action at its own expense with respect to attorneys' fees and costs, but not liability, and the State shall have the right to approve or disapprove any settlement, which approval shall not be unreasonably withheld or delayed. The State shall reasonably cooperate in its defense and any related settlement negotiations.

2. STC Section 61, Intellectual Property Indemnification is hereby added to the Contract:

61. INTELLECTUAL PROPERTY INDEMNIFICATION

With respect solely to Materials provided or proposed by Contractor or Contractor's agents, employees, or subcontractors (each a "Contractor Party") for performance of this Contract, Contractor shall indemnify, defend and hold harmless the State, its departments, agencies, boards, commissions, universities, officers, agents and employees (collectively, the "Indemnitee"), against any third-party claims for liability, including, but not limited to, reasonable costs and expenses, including attorneys' fees, for infringement or violation of any patent, trademark, copyright or trade secret, by such Materials or the State's use thereof.

In addition, with respect to claims arising from computer hardware or software manufactured or developed solely by a third party, Contractor shall pass through to the State such indemnity rights as it receives from such third party (the "Third Party Obligation") and will cooperate in enforcing them; provided, however, that

(i) if the third party manufacturer fails to honor the Third Party Obligation, or

(ii) the Third Party Obligation is insufficient to fully indemnify the State, Contractor shall indemnify, defend and hold harmless the State against such claims in their entirety or for the balance of any liability not fully covered by the Third Party Obligation.

The State shall reasonably notify the Contractor of any claim for which Contractor may be liable under this section. If the Contractor is insured pursuant to A.RS. § 41-621 and§ 35-154, this section shall not apply.

Contractor shall have control, subject to the reasonable approval of the State, of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when substantial principles of government or public law are involved or when involvement of the State is otherwise mandated by law, the State may elect, in its sole and absolute discretion, to participate in such action at its own expense with respect to attorneys' fees and costs, but not liability, and the State shall have the right to approve or disapprove any settlement, which approval shall not be unreasonably withheld or delayed. The State shall reasonably cooperate in the defense and any related settlement negotiations.

If Contractor believes at any time that any Materials provided or in use pursuant to this Contract infringe a third party's intellectual property rights, Contractor shall, at Contractor's sole cost and expense, and upon receipt of the State's prior written consent, which shall not be unreasonably withheld,

(iii) replace an infringing Material with a non-infringing Material;

(iv) obtain for the State the right to continue to use the infringing Material;

(v) or modify the infringing Material to be non-infringing, provided that following any replacement or modification made pursuant to the foregoing, the Material continues to function in accordance with the Contract.

Contractor's failure or inability to accomplish any of the foregoing shall be deemed a material breach of this Contract. Notwithstanding the foregoing, Contractor shall not be liable for any claim for infringement based solely on any Indemnitee's:

(i) modification of Materials provided by Contractor other than as contemplated by the Contract or the specifications of such Materials or as otherwise authorized or proposed in any way by Contractor or a Contractor Party;

(ii) use of the Materials in a manner other than as contemplated by this Contract or the specifications of such

Materials, or as otherwise authorized or proposed in any way by Contractor or a Contractor Party; or

(iii) use of the Materials in combination, operation, or use with other products in a manner not contemplated by the Contract, or, the specifications of such Materials, or as otherwise authorized or proposed in any way by Contractor or a Contractor Party.

Contractor certifies, represents and warrants to the State that it has appropriate systems and controls in place to ensure that State funds will not be used in the performance of the Contract for the acquisition, operation or maintenance of Materials in violation of intellectual property laws.

3. STC Section 62, Intellectual Property is hereby added to the Contract:

62. INTELLECTUAL PROPERTY

Ownership of Intellectual Property

1. Rights In Work Product. Excluding Contractor IP (as defined below), all intellectual property originated or prepared by Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvements thereto, including Contractor’s administrative communications and records relating to the Contract are considered work product and Contractor’s property, provided that, State has Government Purpose Rights to that work product as and when it was delivered to State.

2. “Government Purpose Rights” are:

2.1. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to use, modify, reproduce, release, perform, display, sublicense, disclose and create derivatives from that work product without restriction for any activity in which State is a party;

2.2. the right to release or disclose that work product to third parties for any State government purpose;

and

2.3. the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose;

such recipients being understood to include the federal government, the governments of other states, and various local governments.

3. “Government Purpose Rights” do not include any right to use, modify, reproduce, perform, release, display, create derivative works from or disclose that work product for any commercial purpose, or to authorize others to do so.

4. Joint Developments. The Contractor and State may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party provided that the ideas, concepts, know-how, or techniques did not arise from or are derived from Contractor IP (as defined below).

5. Pre-existing Material. All pre-existing software and other Materials developed or otherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders and all derivatives, modifications, revisions, repairs, and enhancements made prior to Contractor’s performance under the Contract (“Contractor IP”) are not part of the work product to which rights are granted State under paragraph 1. above, and will remain the exclusive property of Contractor. Any work product developed solely and exclusively for the State under this Contract shall not be considered “Contractor IP”.

5.1. Any derivative works, modifications, revisions, repairs, and enhancements of such Contractor IP or elements thereof that are created pursuant to the Contract are not part of that Work Product;

5.2. Except as expressly stated otherwise, nothing in the Contract is to be construed to interfere or diminish Contractor’s or its affiliates’ ownership of Contractor IP.

6. Developments Outside of Contract. Unless expressly stated otherwise in the Contract, does not preclude

Contractor from developing competing Materials outside the Contract, irrespective of any similarity to Materials delivered or to be delivered to State hereunder.

7. This Section shall supersede and replace STC Section 59.

4. STC Section 63, Warranty is hereby added to the Contract:

63. WARRANTY

Unless otherwise modified elsewhere in the terms and conditions, the Contractor warrants that, for one year after acceptance by the State, the Materials shall be fully compatible with the State's computer hardware and software environment.

Contractor represents and warrants to the State that Contractor has the skill and knowledge possessed by members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence so Contactor and Contractor's employees and any authorized subcontractors shall perform the Services described in this Contract in accordance with the Statement of Work.

Contractor represents and warrants that the Materials provided through this Contract and Statement of Work shall be free of viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Materials, collect unlawful personally identifiable information on users or prevent the Materials from performing as required under the terms and conditions of this Contract.

5. Geographic Solutions Unemployment System (GUS) End User Software License Agreement (EULA) is hereby added to the Contract.

ALL OTHER REQUIREMENTS, SPECIFICATIONS, AND TERMS AND CONDITIONS REMAIN UNCHANGED

ACKNOWLEDGEMENT AND AUTHORIZATION

This Amendment shall be fully executed upon signature of both parties.

Contractor hereby acknowledges receipt and acceptance of the above amendment and that a signed copy must be filed with the Procurement Officer.

Signature / Date Procurement Officer Signature/ Date

Cc: Contract File

Authorized Signatory’s Name

Title

Henson, Nila L

Digitally signed by Henson, Nila L Date: 2023.03.31 13:51:50 -07'00'

Paul Toomey

President, Geographic Solutions, Inc.

Apr 3, 2023 https://na1.documents.adobe.com/verifier?tx=CBJCHBCAABAAv3MVIHloL01jZ3jIxQGBRDDwxgW6YS7r