MCCCD Master Terms

These Master Terms govern agreements made with the Maricopa County Community College District (“MCCCD”), a political subdivision of the State of Arizona with its principal place of business at 2411 West 14th Street, Tempe, AZ 85281-6942, and any of its Colleges and Skill Centers (“College”). Those seeking to do business with MCCCD (“Contractor”) and MCCCD will be referred to collectively as “Parties” and individually as “Party.”

Political Subdivision. Definition
The term “Political Subdivision” has the meaning given to it under ARS § 11-951, ARS § 15-1401, and ARS § 38-502.

Confidentiality
MCCCD, as a Political Subdivision, is subject to ARS §§ 39-101 to 39-161 regarding public records. Any provision regarding confidentiality is limited to the extent necessary to comply with Arizona law.

Non Discrimination

Contractor agrees to abide by the provisions of Title VI and VII of the Civil Rights Act of 1964 (42 USC 2000e) which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of services, on the basis of race, color, and national origin (Title VI) and race, religion, color, or national origin, and gender (Title VII); and further agrees to abide by Executive Order No. 11246, as amended; 45 CFR 90 which prohibits discrimination on the basis of age; and Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities.
Contractor agrees that while interacting with MCCCD employees and students, it will comply at all times with Title IX of the Education Amendments of 1972 (20 USC 1681), which prohibits discrimination on the basis of sex in any federally funded education program or activity. Contractor must include this provision in every subcontract or purchase order relating to purchases by MCCCD to insure that the subcontractors and vendors are bound by this provision.
Contractor additionally agrees that it will cooperate with any investigation by MCCCD of a claimed violation of the above, to abide by any interim measures imposed during the course of an investigation and/or final measures imposed as a result of an investigation, and that its contract may be terminated without further recourse in the event of a finding of a violation by Contractor or its employees, subcontractors and related parties.

Family Educational Rights and Privacy Act (FERPA) (if applicable)

Contractor acknowledges that certain information about MCCCD’s students is considered confidential under the Family and Educational Rights and Privacy Act of 1974 (20 USC 1232g; “FERPA”) and related MCCCD policies unless valid consent is obtained from MCCCD’s students or their legal guardians, where applicable. Both parties agree to protect these records in accordance with FERPA and Institution policy. To the extent permitted by law, nothing contained herein shall be construed as precluding either party from releasing such information to the other so that each can perform its respective responsibilities. MCCCD shall advise Contractor whenever any MCCCD’s students have requested a privacy block, prohibiting release of FERPA protected information.
Contractor represents, warrants, and agrees that it will:
1. hold the FERPA Records in strict confidence and will not use or disclose the FERPA Records except as
  1. permitted or required by this Agreement,
  2. required by law, or
  3. otherwise authorized by Institution in writing;
2. safeguard the FERPA Records according to commercially reasonable administrative, physical and technical standards that are no less rigorous than the standards by which Contractor protects its own confidential information; and
3. continually monitor its operations and take any action necessary to assure that the FERPA Records are safeguarded in accordance with the terms of this Agreement.
At the request of MCCCD, Contractor agrees to provide MCCCD with a written summary of the procedures Contractor uses to safeguard the FERPA Records.
For purposes of this Agreement, both Parties shall designate each other as a school official with a legitimate educational interest in the educational records of participating students to the extent that access to School's records is required to carry out the terms of this Agreement.

Unauthorized Disclosure of Protected Information

Immediately upon discovery of a confirmed or suspected unauthorized disclosure of any protected information (including, without limitation, any information protected under FERPA or any other state or federal data privacy laws), Contractor shall report both orally and in writing to MCCCD. In no event shall the report be made more than two (2) business days after Contractor knows or reasonably suspects an unauthorized disclosure has or may have occurred. In the event of a suspected unauthorized disclosure, Contractor shall keep MCCCD informed regularly of the progress of its investigation until the uncertainty is resolved.
1. Contractor’s report shall identify:
  1. The nature of the unauthorized access, use or disclosure,
  2. The Protected or Private Information accessed, used or disclosed,
  3. The person(s) who accessed, used and disclosed and/or received Protected or Private Information (if known),
  4. What Contractor has done or will do to mitigate any deleterious effect of the unauthorized access, use or disclosure, and
  5. What corrective action Contractor has taken or will take to prevent future unauthorized access, use or disclosure.
  6. Contractor shall provide such other information, including a written report, as reasonably requested by MCCCD.

Purchase Order Required
Under agreements for which the MCCCD is expected to pay the Contractor, Contractor may not begin work (including, for instance, providing access to software or shipping goods) without receiving a purchase order from MCCCD. The receipt of an agreement, even if signed by an authorized MCCCD representative, does not commit MCCCD to pay the Contractor unless the Contractor subsequently receives a purchase order.

Cancellation
MCCCD may cancel this Agreement under ARS § 38-511 for a violation of that statute. This notice complies with the requirements of that statute.

Unavailability of Funds
MCCCD may terminate this Agreement, without penalty, if its Governing Board fails to appropriate funds in subsequent fiscal years to support the program that is the subject of this Agreement. MCCCD shall give Contractor prompt written notice after it knows that funding will not be available.

Force Majeure
The failure of either party to comply with the terms and conditions of this Agreement because of a “Force Majeure Event” shall not be deemed a breach of this Agreement. “Force Majeure Event” includes, without limitation, Acts of God, strike, labor disputes, wars, fires, earthquakes, acts of public enemies, acts of terrorism, epidemic, action of federal, state or local governmental authorities or an event or reason beyond the reasonable control of a party. In the event of a cancellation of this Agreement due to a Force Majeure Event, each party shall be relieved of its obligations with respect to the performance so prevented and neither party shall be obligated to compensate the other for any expenses incurred in connection with such cancellation and Contractor shall refund any deposits or other monies advanced by MCCCD in connection with this Agreement.

Governing Law/No Waiver of Rights
The law of the State of Arizona shall govern the interpretation and performance of this Agreement and the parties agree to submit to the exclusive jurisdiction of and venue in the courts in Maricopa County, Arizona. Nothing in this Agreement shall be interpreted or construed to waive sovereign immunity under the laws of the State of Arizona, ARS § 12-820 et seq.

Legal Worker Requirements
To the extent applicable under ARS § 41-4401, Contractor verifies that it checks the employment eligibility through the e-verify program of any employee it hires, and complies with federal immigration laws and regulations relating to their employees. As required by ARS § 41-4401, MCCCD advises that it is a material breach of the Agreement that is subject to penalties up to and including termination of the Agreement; and that the law provides other rights to MCCCD to ensure compliance.

Disability Guidelines
If applicable to the work of the Contractor under this Agreement, Contractor warrants that it complies with Arizona and federal disabilities laws and regulations. Contractor warrants that the products or services to be provided under this Agreement comply with the accessibility requirements of the Americans with Disabilities Act of 1990, as amended (42 USC § 12101 et seq.) and its implementing regulations set forth at Title 28, CFR Parts 35 and 36, Section 508 of the Rehabilitation Act of 1973, as amended (29 USC § 794d) and its implementing regulations set forth at Title 36, CFR Part 1194; and maintain, if applicable, Web Content Accessibility Guidelines 2.0 at Level AA (WCAG 2.0 AA). Contractor agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services. Contractor must provide, on request, accessibility testing results and written documentation verifying accessibility. Contractor further agrees to indemnify and hold harmless MCCCD from any claims arising out of its failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a material breach and be grounds for termination of this Agreement.

Warranty
Contractor represents and warrants that services rendered (i) meet industry workmanship standards, (ii) are in compliance with applicable laws and regulations, and (iii) are in accordance with the terms and conditions outlined in a Statement of Work (SOW).

Indemnification

For Non-Public Entities
To the fullest extent permitted by law, Contractor will defend, indemnify, and hold harmless MCCCD, its agents, officers, officials, employees, and volunteers from and against all claims, damages, losses, and expenses (including but not limited to attorney fees and court costs) arising from breach of a material term of this Agreement, or from negligent or intentional acts, or omissions of the Contractor, its agents, employees, or any tier of its subcontractors in the performance of this Agreement. If applicable, Contractor will also indemnify, defend, and hold harmless MCCCD and its officers, officials, employees and agents against any claim (including but not limited to attorney fees and court costs) that their authorized use of Contractor's services under this Agreement violates the claimant's property rights. The amount and type of insurance coverage requirements of this Agreement will in no way be construed as limiting the scope of indemnification in this Paragraph. All claims, damages, losses and expenses that arise from the operations of the Contractor as described in this Agreement, are the sole responsibility of the Contractor and this indemnification provision shall apply.
For Public Entities
Each party (as ‘indemnitor’) agrees to defend, indemnify, and hold harmless the other party (as ‘indemnitee’) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney’s fees) (hereinafter collectively referred to as ‘claims’) arising out of bodily injury or any person (including death) or property damage, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee, are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers.

Insurance Requirements for Public Entities
MCCCD understands that public entities are required by local, state, or federal regulations to have insurance and will provide proof of insurance upon request.

Insurance Requirements for Non-Public Entities
Contractor shall maintain during the term of this Agreement insurance policies described below issued by companies licensed in the State of Arizona or hold approved non-admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an A.M. Best rating of A-VIII or better. Before the start of the Agreement, Contractor will furnish to the college with certificates of insurance evidencing coverage, conditions, and limits required by this Agreement at the following address to:

Maricopa Community Colleges
ATTN: Associate General Counsel—Senior
2411 W 14th Street
Tempe, AZ 85281-6942
or by email to: contracts.counsel@domail.maricopa.edu

The insurance policies, except Worker's Compensation must be endorsed as required by this written Agreement to name Maricopa Community Colleges, its agents, officers, officials, employees, and volunteers as additional insureds with the following language or its equivalent:

Maricopa County Community College District, its agents, officers, officials, employees, and volunteers are hereby named as additional insureds as their interest may appear.

The insurance policies shall contain a waiver of subrogation endorsement, as required by this written Agreement, in favor of Maricopa County Community College District, its agents, officers, officials, employees, and volunteers for losses arising from work performed by or on behalf of the Contractor.

Each insurance policy required by the insurance requirements of this contract shall provide the required coverage and shall not be suspended, voided, or canceled except after thirty (30) days' prior written notice has been given to the College Representative, except when cancellation is for non-payment of premium; then ten (10) days' prior notice may be given. Such notice should be sent directly to College Representative. If any insurance company refuses to provide the required notices, the Contractor or its insurance broker shall notify the College Representative of any cancellation, suspension, or non-renewal of any insurance within seven (7) days of receipt of insurer's notification to that effect. The Contractor's insurance must be primary, and any insurance or self-insurance maintained by MCCCD will not contribute to it. If any part of the Contract is subcontracted, these insurance requirements also apply to all subcontractors.

Any modification or variation of the insurance requirements in this contract shall be made by the risk management department, whose decision shall be final. Such action will not require a formal contract amendment, but may be made by administrative action.

Commercial General Liability (CGL)—Occurrence Form
Policy shall include bodily injury, property damage, and broad form contractual liability coverage, including, but not limited to, the liability assumed under the indemnification provisions of this Agreement.

$2,000,000 General Aggregate
$1,000,000 Products – Completed Operations Aggregate
$1,000,000 Personal and Advertising Injury
$ 50,000 Damage to Rented Premises
$1,000,000 Each Occurrence

The following insurance requirements only apply if applicable to the services contracted for:

If applicable, Worker's Compensation insurance with limits statutorily required by any Federal or State law 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.

If applicable, Commercial Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000.00 each occurrence with respect to the Contractor's and, if applicable, the sub-contractor's owned, hired, and non-owned vehicles.

If applicable, when hazardous materials are transported, the automobile liability policy shall include the following endorsements:

CA 99 48 Pollution Liability-broadened coverage for covered autos
MCS-90 (Motor Carrier Act) endorsements

The policy shall include Automobile Pollution Liability specific to the transportation of hazardous materials.

If applicable, Professional Liability insurance covering acts, errors, mistakes, omissions rising out of the work or services performed by the Contractor, or any person employed by the Contractor, with a limit of not less than:

Each Claim $1,000,000
Annual Aggregate $2,000,000 - subject to change depending on risk

In the event any professional liability insurance required by this contract is written on a "claims made" basis, Contractor warrants that any retroactive date under the policy will precede the effective date of this Contract; and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of three (3) years beginning at the time work under this Contract is completed.

If Contractor will be hosting, uploading, inputting, or transferring Confidential Information to Contractor technology devices, or will have or possibly have access MCCCD's technology systems, Network Security and Privacy Liability coverage in an amount not less than $2,000,000 per claim and annual aggregate, covering all acts, errors, omissions, negligence, infringement of intellectual property (except patent and trade secret); network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other negligence in the handling of confidential information, privacy perils, and including coverage for related regulatory defense and penalties; data breach expenses, in an amount not less than $2,000,000 and payable whether incurred by MCCCD or Contractor including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for MCCCD or on behalf of MCCCD hereunder. The policy shall include coverage for third party claims. The policy shall contain an affirmative coverage grant for contingent bodily injury and property damage emanating from the failure of the technology services or an error or omission in the content/information provided. Such insurance shall be maintained in force at all times during the term of the agreement and for a period of three years thereafter for services completed during the term of the agreement. MCCCD shall be given at least 30 days' notice of the cancellation or expiration of the aforementioned insurance for any reason.

If applicable, Contractors Pollution Liability

Per Occurrence $1,000,000
General Aggregate $2,000,000

Coverage must be identified specific to the operations as described in the Scope of Services in this Contract.
Must include coverage for pollution losses arising out of completed operations.
The policy is to be written on an "occurrence" basis with no sunset clause. In the event that the Pollution Liability 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. That either continuous coverage will be maintained, or an extended discovery period will be exercised, for a period of ten (10) years beginning at the time this Contract is terminated.
Pollution coverage must apply to all phases of the work described in the Scope of Services in this Contract.
The policy shall include coverage for bodily injury, sickness, disease, mental anguish, or shock sustained by any person, including death and medical monitoring costs.
The policy shall include coverage for property damage, and physical damage to, or destruction of, tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically damaged or destroyed including diminution in value.
The policy shall include coverage for environmental damage including physical damage to soil, surface water, ground water, plant, or animal life, caused by pollution conditions and giving rise to cleanup costs.
The policy shall include defense including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages.
The policy shall include coverage for asbestos and lead, mold, with no exclusions.
The policy shall include Non-Owned Disposal Site coverage.