MARICOPA COUNTY 210265-SS CONTRACT SIGNED 7.9.21.PDF

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CONTRACT MARSHALL & SWIFT DATA, SOFTWARE AND SERVICES
210265-SS
This contract is entered into this 14th day of July 2021 by and between Maricopa County (“County”), a
political subdivision of the State of Arizona, and Decision Insight Information Group US I Inc. dba Marshall
& Swift/Boeckh, LLC, a Delaware limited liability company (“Contractor”) for the license of data, products
and subscription services. This Contract replaces and supersedes any previous agreement regarding the
data, product and services contained herein.
1.0 CONTRACT TERM
This contract is for a term of five years, beginning on the 1st of August 2021 and ending the 31st of
July 2026.
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 PRICE ADJUSTMENTS
Any 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 approval of the change and the parties shall
enter into an amendment to this Contract to memorialize such adjusted price terms. The new
change shall not be in effect until the effective date of the applicable amendment.
4.0 PAYMENTS
4.1 As consideration for performance of the duties described herein, County shall pay
Contractor the sum(s) stated in Exhibit A – Vendor Information and Pricing Sheet.
4.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
4.3 INVOICES
4.3.1 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
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• County bill-to name and contact information
• Contract serial number
• County purchase order number
• Invoice number and date
• Payment terms
• Date of service or delivery
• Contract item number(s)
• Description of purchase (product or services)
• Pricing per unit of purchase
• Extended price
• Total amount due
4.3.2 Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.
4.3.3 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.
4.3.4 Discounts offered in the contract shall be calculated based on the date a properly
completed invoice is received by the County.
4.3.5 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.
4.4 APPLICABLE TAXES
4.4.1 It is the responsibility of the Contractor to determine any and all applicable taxes
and include those taxes in their proposal. The legal liability to remit the tax is on
the entity conducting business in Arizona. Tax is not a determining factor in
contract award.
4.4.2 The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide Contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds overpayment
of a project due to tax consideration that was not due, the Contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.
4.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State,
and local taxes applicable to their operation and any persons employed by the
Contractor. Contractor shall, and require all subcontractors to, hold Maricopa
County harmless from any responsibility for taxes, damages, and interest, if
applicable, contributions required under Federal and/or State and local laws and
regulations, and any other costs including: transaction privilege taxes,
unemployment compensation insurance, Social Security, and workers’
compensation. Contractor may be required to establish, to the satisfaction of
County, that any and all fees and taxes due to the City or the State of Arizona for
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any license or transaction privilege taxes, use taxes, or similar excise taxes are
currently paid (except for matters under legal protest).
5.0 AVAILABILITY OF FUNDS
5.1 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.
5.2 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 10 days in advance.
6.0 INTENTIONALLY OMITTED
7.0 INTENTIONALLY OMITTED
8.0 DUTIES
8.1 The Contractor shall perform all duties stated in Exhibit B – Scope of Work, or as otherwise
directed in writing by the procurement officer.
8.2 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.
9.0 TERMS AND CONDITIONS
9.1 INDEMNIFICATION
9.1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless the County, its agents, representatives, officers, directors, officials, and
employees from and against all claims, damages, losses, and expenses (including,
but not limited to attorneys' fees, court costs, expert witness fees, and the costs
and attorneys' fees for appellate proceedings) arising out of, or alleged to have
resulted from, Contractor’s grossly negligent acts, errors, omissions, or mistakes
in Contractor’s performance of this contract.
9.1.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with any claim, damage, loss, or expense that is attributable to bodily
injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by Contractor’s
grossly negligent acts, errors, omissions, or mistakes in Contractor’s performance
of this contract, but only to the extent caused by the grossly negligent acts or
omissions of the Contractor, , or anyone for whose acts Contractor is legally liable.
9.1.3 The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.
9.1.4 The scope of this indemnification does not extend to the sole negligence of County.
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9.2 LIMITATION OF LIABILITY
9.2.1 TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO
CIRCUMSTANCES WILL CONTRACTOR BE LIABLE TO COUNTY, ANY PARTY
CLAIMING ON BEHALF OR THROUGH COUNTY OR ANY THIRD PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR
EXEMPLARY DAMAGES, LOSS OF REVENUE, LOST PROFITS, LOSS OF
BUSINESS, OR LOST OR DAMAGED DATA ARISING FROM OR RELATED TO
THIS AGREEMENT EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES . LIABILITY OF CONTRACTOR
ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO
DIRECT, OBJECTIVELY MEASURABLE MONEY DAMAGES.
9.2.2 THE CONTRACTOR AND COUNTY AGREE THAT THE CONTRACTOR’S
TOTAL LIABILITY FOR DIRECT, OBJECTIVELY MEASUREABLE MONEY
DAMAGES FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS
CONTRACT SHALL NOT EXCEED $1 MILLION. THE EXISTENCE OF
MULTIPLE CLAIMS SHALL NOT INCREASE THIS LIMIT.
9.3 INSURANCE
9.3.1 Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are authorized to do business in
the State of Arizona, provided that said insurance companies meet the approval of
County. The form of any insurance policies and forms must be acceptable to
County.
9.3.2 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.
9.3.3 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.
9.3.4 Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
9.3.5 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.
9.3.6 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
9.3.7 The insurance policies 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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9.3.8 The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation)
against County, its agents, representatives, officers, directors, officials, and
employees for any claims arising out of Contractor’s work or service.
9.3.9 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.
9.3.9.1 Commercial General Liability
Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000 for
each occurrence, $4,000,000 Products/Completed Operations Aggregate,
and $4,000,000 General Aggregate Limit. The policy shall include coverage
for premises liability, bodily injury, broad form property damage, personal
injury, products and completed operations and blanket contractual coverage,
and shall not contain any provisions which would serve to limit third party
action over claims. There shall be no endorsement or modifications of the
CGL limiting the scope of coverage for liability arising from explosion,
collapse, or underground property damage.
9.3.9.1 Automobile Liability
Commercial/Business Automobile Liability insurance with a combined single
limit for bodily injury and property damage of not less than $2,000,000 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.
9.3.9.2 Workers’ Compensation
9.3.9.2.1 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.
9.3.9.2.2 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.
9.3.10 Certificates of Insurance
9.3.10.1 Prior to contract award, Contractor shall furnish the County with valid and
complete Certificates of Insurance, or formal endorsements as required by
the contract in the form provided by the County, issued by Contractor’s
insurer(s), as evidence that policies providing the required coverage,
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conditions and limits required by this contract are in full force and effect.
Such certificates shall identify this contract number and title.
9.3.10.2 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.
9.3.10.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County within 10 calendar days of the expiration date.
9.3.11 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 canceled
for any reason without 30 days prior written notice to Maricopa County. Contractor
must provide to Maricopa County, within two business days of receipt, if they
receive notice of a policy that has been or will be, canceled, for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa County
Office of Procurement Services and shall be mailed, or hand delivered to
160 S. 4th Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted
in the solicitation.
9.4 FORCE MAJEURE
9.4.1 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
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.
9.4.2 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.
9.4.3 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.
9.5 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.
9.6 PROCUREMENT CARD ORDERING CAPABILITY
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County may opt to use a procurement card (Visa or Master Card) to make payment for
orders under this contract.
9.7 INTERNET ORDERING CAPABILITY
It is the intent of Maricopa County to use the Internet to communicate and to place orders
under this contract.
9.8 PURCHASE ORDERS
9.8.1 County reserves the right to cancel purchase orders within 30 days 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.
9.8.2 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.
9.9 TERMINATION FOR CONVENIENCE
The County reserves the right to terminate the Contract in whole or in part at any time,
when in the best interests of the County without penalty or recourse. Upon receipt of the
written notice, the Contractor shall immediately stop all work, as directed in the notice,
notify all subcontractors of the effective date of the termination and minimize all further
costs to the County. In the event of termination under this paragraph, all documents, data
and reports prepared by the Contractor under the Contract shall become the property of
and be delivered to the County upon demand. The Contractor shall be entitled to receive
just and equitable compensation for work in progress, work completed, and materials
accepted before the effective date of the termination.
9.10 TERMINATION FOR DEFAULT
9.10.1 The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:
10.9.1.1 deliver the supplies or to perform the services within the time specified in
this contract or any extension;
10.9.1.2 make progress, so as to endanger performance of this contract; or
10.9.1.3 perform any of the other provisions of this contract.
9.10.2 The County’s right to terminate this contract under these subparagraphs may be
exercised if the Contractor does not cure such failure within 10 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.
9.11 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.
9.12 CONTRACTOR EMPLOYEE MANAGEMENT
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9.12.1 Contractor shall endeavor to maintain the personnel proposed in their proposal
throughout the performance of this contract.
9.12.2 If Contractor personnel’s employment status changes, Contractor shall, upon
request by County, provide County a list of proposed replacements with equivalent
or greater experience.
9.12.3 County reserves the right to immediately remove from its premises any Contractor
personnel it determines to be a risk to County operations.
9.12.4 County reserves the right to request the replacement of any Contractor personnel
at any time, for any reason.
9.13 WARRANTY OF SERVICES
9.13.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the contract, including all descriptions, specifications, and
attachments made a part of this contract. County’s acceptance of services or
goods provided by the Contractor shall not relieve the Contractor from its
obligations under this warranty.
9.13.2 In addition to its other remedies, County may, at the Contractor's expense, require
prompt correction of any services failing to meet the Contractor's warranty herein.
Services corrected by the Contractor shall be subject to all the provisions of this
contract in the manner and to the same extent as services originally furnished
hereunder. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION,
CONTRACTOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH
RESPECT TO THE SOFTWARE OR CONTRACTOR DATA. CONTRACTOR
DOES NOT WARRANTY THE ACCURACY OR CONTENT OF THE SOFTWARE
OR CONTRACTOR DATA, NOR DOES CONTRACTOR WARRANT THEIR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.14 USAGE REPORT
The Contractor shall furnish the County a usage report, upon request by County,
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.
9.15 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.
9.16 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.
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9.17 SUBCONTRACTING
9.17.1 The Contractor may not assign to another Contractor or subcontract to another
party for performance of the terms and conditions hereof without the written
consent of the County. All correspondence authorizing subcontracting must
reference the bid serial number and identify the job or project.
9.18 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.
9.19 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, 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
between the Contractor and the County.
9.20 LICENSE GRANT; RIGHTS IN DATA
9.20.1 Contract grants County a limited, nonexclusive, nontransferable, revocable object
code license to use the software, products and data described in Exhibit B
(collectively, the “Software”) in the United State solely for purposes described in
Exhibit B.
9.20.2 The County shall not distribute, give, provide, sell or otherwise transfer the
software to, or allow the Software to be used or accessed by, a third party
(including, but not limited to, a subsidiary or affiliate unless otherwise provided in
this Agreement), whether by sublicense, assignment of this Agreement, operation
of law or otherwise. County warrants that it will not and will not allow an Authorized
User or third party to modify, reverse engineer, reverse assemble, copy,
reproduce, decompile, recompile, translate, disassemble or create a derivative
work using the Software. County is strictly prohibited from creating training
products for or derived from the Software. Software delivered in a printed format
may not be converted by or on behalf of County into an electronic format or vice
versa. The Software may not be used in a manner to compete with Contractor or
to assist a third party in competing with Contractor. Except with Contractor’s prior
written consent, the Software may not be placed on a server, engine or other
operating or delivery system external to County’s premises. Software and
Services may only be operated as described in their applicable documentation.
Each Authorized User shall be subject to confidentiality obligations and use
restrictions at least as stringent as those set forth in this Agreement and in the
Schedule(s) applicable to the Software and Services in use by the Authorized
User.
9.20.3 County agrees that it will not disclose the Software to any third party without
Contractor’s prior approval.
9.20.4 Contractor or its licensors own and retain all rights, title, and interest in and to the
Software, including without limitation, all copyright, patent, trademark and trade
secret rights. Contractor does not transfer ownership rights in the Software. The
Software is protected by copyright and other intellectual property rights laws and
international treaties. The Software and this Agreement constitute confidential
information. County acknowledges that the Software was compiled, prepared,
revised, selected, coordinated and arrange by Contractor applying unique, original
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and proprietary methods and standards of judgement developed and applied
through the expenditure of substantial time, effort and money, and constitute
valuable property and trade secrets. County will protect the copyrights and all
other proprietary rights of Contractor in the Software both during and after the term
of this Agreement by using the same degree of care, but no less than a reasonable
degree of care, to prevent the unauthorized use and unauthorized disclose of the
Software as County uses to protect its own confidential or proprietary information.
Contractor may use non-personally identifiable information for statistical purposes,
marketing analysis and related purposes. For the purposes of this Agreement,
“non-personally identifiable information” means data which as been aggregated to
remove personal identifiers or that by itself does not identify a specific person.
9.21 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
9.21.1 In accordance with Section MC1-373 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.
9.21.2 If the Contractor’s books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this contract are not sufficient to
support and document that requested services were provided, the Contractor shall
reimburse Maricopa County for the services not so adequately supported and
documented.
9.22 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.
9.23 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.
9.24 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.
9.25 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.
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9.26 RELATIONSHIPS
9.26.1 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.
9.26.2 INTENTIONALLY OMITTED
9.27 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.)
9.28 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.
9.29 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
9.29.1 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:
9.29.2 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;
9.29.3 have not within a three-year period preceding this contract:
9.29.3.1 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
9.29.3.2 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;
9.29.4. 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;
9.29.5. 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
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9.29.6 have not within a three-year period preceding this contract had any public
transaction (Federal, State or local) terminated for cause or default.
9.29.7 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.
9.29.8 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.
9.30 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
9.30.1 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
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.
9.30.2 The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this contract to verify compliance
with paragraph 11.30.1 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.
9.31 CONTRACTOR LICENSE REQUIREMENT
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.
9.32 INFLUENCE
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9.32.1 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.
9.32.2 An attempt to influence includes, but is not limited to:
10.31.2.1 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.
9.32.3 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.
9.32.4 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.
9.33 CONFIDENTIAL INFORMATION
9.33.1 Any information obtained in the course of performing this Contract may include
information that is proprietary or confidential to the parties. This provision
establishes each party’s obligation regarding such information.
9.33.2 Each party shall establish and maintain procedures and controls that are adequate
to assure that no information contained in its records and/or obtained from the
other party or from others in carrying out its functions under this Contract shall be
used by or disclosed by it, its agents, officers, or employees, except as required to
efficiently perform duties under the contract or as otherwise set forth in this
Contract. Each party’s procedures and controls, at a minimum, must be the same
procedures and controls it uses to protect its own proprietary or confidential
information.
9.33.3 Any requests to a party for the proprietary or confidential information of the other
party shall be referred to the other party for review and approval, prior to any
dissemination.
9.34 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, and County shall promptly notify Contractor in the
event that that County receives a public records request related to the services provide by
Contractor under this Contract or to an offer submitted by Contractor. If Contractor believes
that any information being requested to be disclosed should not be released in response
to a public record request, under Arizona law, Contractor shall indicate the specific
information deemed confidential or proprietary and submit a statement detailing the
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reasons that the information should not be disclosed. Such reasons shall include the
specific harm or prejudice which may arise from disclosure. The records manager of the
Office of Procurement Services shall determine whether the identified information is
confidential pursuant to the Maricopa County Procurement Code and the parties shall work
in good faith to determine the extent and scope of the disclosure.
9.35 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.
9.36 UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the Contractor agrees to comply with all applicable provisions
of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
9.37 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.
9.38 PRICES
Contractor warrants that prices extended to County under this contract are no higher than
those paid by any other customer for these or similar services.
9.39 ORDER OF PRECEDENCE
In the event of a conflict in the provisions of this Contract and Contractor’s license
agreement, the terms of this Contract shall prevail, except the Contractor’s license
agreement shall prevail where it pertains to the use of the Contractor’s Software.
9.40 INCORPORATION OF DOCUMENTS
9.40.1 The following are to be attached to and made part of this Contract:
10.39.1 Exhibit A – Vendor Information and Pricing
10.39.2 Exhibit B – Software Description and Deliverables
10.39.3 Exhibit B-1-Statement of Work No.1
9.41 NOTICES
All notices given pursuant to the terms of this contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
160 S. 4th Avenue
Phoenix, Arizona 85003-1647
For Contractor:
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Decision Insight Information Group US I, Inc.
DBA Marshall & Swift/Boeckh, LLC
Attention: Contract Management
10700 W. Research Drive
Suite 100
Milwaukee, WI 53226
Payment Remit To:
15090 Collections Center Drive
Chicago, IL 60693
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IN WITNESS WHEREOF, this contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
Steven Brewer Executive, Insurance & Spatial Solutions
PRINTED NAME AND TITLE
10700 W. Research Drive, Ste 100, Milwaukee, WI 53226
ADDRESS
7/9/2021
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
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EXHIBIT A
PRICING
SERIAL: 210265-SS
NIGP CODE: 2094601, 20946
Decision Insight Information Group US I, Inc.
RESPONDENT NAME: DBA Marshall & Swift/Boeckh, LLC
VENDOR NUMBER: VC0000003027
ADDRESS: 10700 W. Research Drive, Ste 100
Milwaukee, WI 53226
PAYMENT REMIT TO 15090 Collections Center Drive, Chicago,
ADDRESS: IL 60693
TELEPHONE NUMBER: (213)399-1444
FACSIMILE NUMBER: (509)797-8029
WEB SITE: www.corelogic.com
REPRESENTATIVE: Randy Cook, Principal, Account Executive
REPRESENTATIVE E-MAIL: rcook@corelogic.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS
CONTRACT: [ ] [X]
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: [ ] [X]
WILL OFFER REBATE (CASH OR CREDIT) FOR UTILIZING PROCUREMENT CARD: [ ] [X] %
(Payment shall be made within 48 hours of utilizing the Purchasing Card)
PAYMENT TERMS:
Note: annual fees are due to Contractor upon commencement of each annual term; add Tax if applicable unless Tax
Exempt; US funds only. Purchase orders are acceptable with a Net 30-day term.
The pricing below is based on the software and data licensed deliverables in Exhibit B and is payable per the terms
above.
Terms covering deliverables in Exhibit B: Five (5) Consecutive Annual Terms:
Year 1 of 5: August 1, 2021 through July 31, 2022; Payment in August 2021
Year 2 of 5: August 1, 2022 through July 31, 2023; Payment in August 2022
Year 3 of 5: August 1, 2023 through July 31, 2024; Payment in August 2023
Year 4 of 5: August 1, 2024 through July 31, 2025; Payment in August 2024
Year 5 of 5: August 1, 2025 through July 31, 2026; Payment in August 2025
Licensing Fees covering deliverables in Exhibit B: fixed-price Contract, excludes sales tax:
Year 1 of 5: $430,564
Year 2 of 5: $454,230
Year 3 of 5: $479,252
Year 4 of 5: $505,711
Year 5 of 5: $533,690
Licensing Total: $2,403,447
Shipping & Handling Fees covering deliverables in Exhibit B:
Year 1 of 5: $365
Year 2 of 5: $365
Year 3 of 5: $365
Year 4 of 5: $365
Year 5 of 5: $365
S/H Total: $1,825
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EXHIBIT A-1
***NEW PRICING EFFECTIVE AUGUST 1, 2021***
Licensing: Five (5) Consecutive Annual Terms:
Year 1 of 5: August 1, 2021 through July 31, 2022; Payment in August 2021
Year 2 of 5: August 1, 2022 through July 31, 2023; Payment in August 2022
Year 3 of 5: August 1, 2023 through July 31, 2024; Payment in August 2023
Year 4 of 5: August 1, 2024 through July 31, 2025; Payment in August 2024
Year 5 of 5: August 1, 2025 through July 31, 2026; Payment in August 2025
Maricopa
County
Bundle
Discounted August 2021 August 2022 August 2023 August 2024 August 2025
Pricing Year 1 of 5 Year 2 of 5 Year 3 of 5 Year 4 of 5 Year 5 of 5
Right -to-
Use (RTU)
License
Fees
Custom
MSVP
Square Foot
Arizona
Local API
and Custom
MSVPO
Square Foot
Arizona API
$342,147 $362,676 $384,436 $407,503 $431,953
SaaS Web
Services
based on
annual
counts:
Residential -
1.35M
improved
parcels and
Commercial
- 71K
buildings
annually
Right-to-
Integrate
(RTI)
License
Fees
Custom
MSVP & $10,000 $10,000 $10,000 $10,000 $10,000
MSVPO
Square Foot
Arizona API
(Residential,
Commercial,
& AZ
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Specific
data)
Right-to-Use
(RTU)
License
Fees
Over-the-
Counter
$78,417 $81,554 $84,816 $88,208 $91,737
(OTC)
Arizona
Bundle
(MVS, RCH,
RE7,
CE7/AG)
Staff
Training 8
hours Live Included Included Included Included Included
Online
Annually
Sub-Total $430,564 $454,230 $479,252 $505,711 $533,690
Transaction
Privilege $37,028.50 $39,063.78 $41,215.67 $43,491.15 $45,897.34
Tax of 8.6%
Shipping &
$365 $365 $365 $365 $365
Handling
TOTAL
(excludes $467,957.50 $493,658.68 $520,832.67 $549,567.15 $579,952.34
sales tax)
Note: Sales tax not included in the Total Amounts in the Pricing Chart. Applicable sales tax will
be added upon final annual invoicing from the Contractor.
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EXHIBIT B
SOFTWARE DESCRIPTION AND DELIVERABLES
1. Software Description. Subject to the license grant and restrictions in the Agreement (including this
Exhibit B), Contractor shall deliver Marshall & Swift Valuation Platform (“MSVP”) Square Foot Arizona
Local API; Marshall & Swift Valuation Platform Online (“MSVPO”) Square Foot Arizona API SaaS Web
Services; Over-the-Counter (“OTC”) Arizona Bundle includes: Marshall & Swift Valuation Service
manual (“MVS”); Residential Cost Handbook (“RCH”); Residential Estimator 7 (“RE7”); Commercial
Cost Explorer (“CCE”); Residential Cost Explorer (“RCE”); and Commercial Estimator 7/Agricultural
Estimator (“CE7/AG”).
Calendar Quarters:
Quarter 1: January, February, March
Quarter 2: April, May, June
Quarter 3: July, August, September
Quarter 4: October, November, December
The Software deliverables include:
(a) One (1) Custom MSVP Square Foot Arizona Local API provided on an annual basis by
August/September, via SFTP or Digital Download with one (1) copy in CDrom or DVDrom format;
Contractor will send the CDrom or DVDrom via US Ground Mail on same delivery schedule as the
SFTP or Digital Download and County will send delivery receipt confirmation to Contractor for each
delivery; annual deliverable will contain one (1) single proprietary MSVP Square Foot calculation
engine with both Marshall & Swift Commercial and Residential Databases specific to Arizona; includes
existing process of incorporating (“wrapping in”) all of the same information the County provides to
Contractor known as Arizona Specific Statutorily Valued Property Information (“AZ Specific data”)
incorporated into the Commercial database.
(b) One (1) Custom MSVPO Square Foot Arizona API SaaS Web Services provided on an annual basis by
August/September, via secure online API SaaS Web Services credentials; annual deliverable will
contain one (1) single proprietary MSVPO Square Foot calculation engine with both Marshall & Swift
Commercial and Residential Databases specific to Arizona; includes existing process of incorporating
(“wrapping in”) all of the same information the County provides to Contractor known as Arizona
Specific Statutorily Valued Property Information (“AZ Specific data”) incorporated into the
Commercial database.
(c) Ten (10) copies of each of the MVS and RCH manuals, with updates to be provided on a monthly basis
for the MVS with a target date of mid-month but no later than the end of each month, and quarterly
updates of the RCH with target dates of mid-months of March, June, September and December but no
later than the end of these months throughout the term of the contract.
(d) Ten (10) CD-ROM’s of RE7, for use by up to ten (10) stand-alone users, also provided via FTP site,
with updates to be provided with target dates of mid-month in March, June, September and December
but no later than the end of these months throughout the term of the contract.
(e) One (1) CD-ROM of each CCE and RCE for use by up to twenty-five (25) authorized users, also
provided via FTP site, with updates for the CCE to be provided on a monthly basis for the MVS with a
target date of mid-month but no later than the end of each month and updates for the RCE to be provided
with target dates of mid-months of March, June, September and December but no later than the end of
these months throughout the term of the contract.
(f) One (1) CD-ROM of CE7/AG (Network Version) for use by up to fifteen (15) authorized users, also
provided via FTP site, with updates to be provided with a target date of mid-month in January, April,
July and October but no later than the end of these months throughout the terms of the contract.
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(g) Live Online/Virtual Academy Training for up to eight (8) hours total annually, with unlimited attendees.
Live Online/Virtual Academy consists of a Contractor instructor conducting training to County
employees only via available online internet services. Online training requires Internet access and
separate phone line per connection, no travel required.
(h) Custom AZ Specific data to be received from Maricopa County with a target of receipt of May 15th of
each year throughout the term of the contract for MSB to incorporate AZ Specific data to the MSVP
Square Foot Arizona Local API and MSVPO Square Foot Arizona API SaaS Web Services deliverables.
MSB and Maricopa County to come to mutual agreement on data to be included and formatting of data.
MSB will make all commercially reasonable efforts to provide the Arizona specific data wrapped in the
MSVP Square Foot Arizona Local API and MSVPO Square Foot Arizona API SaaS Web Services
deliverables with a target delivery date thirty (30) days after each receipt of data from Maricopa County.
parties acknowledge that AZ Specific data had been previously provided by the Arizona Dept of
Revenue (AZDOR); and, that previously provided data will continue to be incorporated into the Custom
MSVP Square Foot Arizona Local API and MSVPO Square Foot Arizona API SaaS Web Services
deliverables. If Contractor specifically negotiates with AZDOR to provide future AZ Specific data,
Contractor agrees to incorporate the AZ Specific data into each annual delivery of Custom MSVP
Square Foot Arizona Local API and MSVPO Square Foot Arizona API SaaS Web Services deliverables
as an inclusion. In the event AZDOR abandons maintenance and delivery of AZ Specific data,
Contractor will negotiate with County to adopt maintenance of AZ Specific data, for an additional fee
agreed to by the parties in writing.
(i) Terms for the “build-up” of any additional Custom Data Transformation and data requests and/or
customization work by Contractor must be agreed to by the parties in writing. Additional fees may be
applicable.
2. Permitted Use. The Software may only be used by County employees for tax assessment purposes in
connection with generating valuations for real property parcels/building located in the County. In addition,
County may (i) reprint Contractor Data for display in narrative assessment documents provided to County
taxpayers and (ii) reference the Contractor Data in internal Microsoft PowerPoint presentations (provided
the County includes Contractor copyright notice and reprint restriction) that may be displayed on County’s
internal intranet. The Software may not be used for insurance underwriting, insurance claims processing or
inspection purposes.
(a) Authorized Permitted Processor: County has contracted with third party computer assisted mass
appraisal (“CAMA”) system provider Esri Canada Limited (dba Esri Canada) for the Right-to-Use
(“RTU”) and Right-to-Integrate (“RTI”) Custom MSVP Square Foot Arizona Local API and MSVPO
Square Foot Arizona API SaaS Web Services deliverables for use with Esri Canada’s third party CAMA
system restricted to Maricopa County only. County to provide Contractor notification within ten (10)
days of changing Authorized Permitted Processor.
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