15055-CONTRACT.DOCX

SERIAL 15055-CI COMMERCIAL PROPERTY VALUATION SOFTWARE AND SERVICES
DATE OF LAST REVISION: August 21, 2019 CONTRACT END DATE: August 31, 2021
CONTRACT PERIOD THROUGH AUGUST 31, 2018 2019 2021
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for COMMERCIAL PROPERTY VALUATION SOFTWARE AND
SERVICES
Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to
Maricopa County activities as awarded by Maricopa County on August 19, 2015 (Eff. 09/01/15).
All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the
vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.
The contract period is indicated above.
BW/ mm
Attach
Copy to: Office of Procurement Services
Justin Frank, Assessor’s Office

COMPETITION IMPRACTICABLE
CONTRACT
SERIAL 15055-CI
This Contract is entered into this 19th day of August, 2015 by and between Maricopa County (“County”), a political
subdivision of the State of Arizona, and CoStar Realty Information, Inc., a Maryland corporation (“Contractor”) for
the purchase of commercial property valuation services and products.
1.0 CONTRACT TERM:
1.1 This Contract is for a term of three (3) years, beginning on the 1st day of September, 2015 and
ending the 31st day of August, 2018 2019 2021.
1.2 The County may, at its option and with the agreement of the Contractor, renew the term of this
Contract for additional terms up to a maximum of three (3) years, (or at the County’s sole
discretion, extend the contract on a month-to-month basis for a maximum of six (6) months after
expiration). The County shall notify the Contractor in writing of its intent to extend the Contract
term at least sixty (60) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.
2.0 FEE ADJUSTMENTS:
2.1 Any request for a fee adjustment must be submitted sixty (60) days prior to the current Contract
expiration. Requests for adjustment in cost of labor and/or materials must be supported by
appropriate documentation. If County agrees to the adjusted fee, County shall issue written
approval of the change. The reasonableness of the request will be determined by comparing the
request with the (Consumer Price Index) or by performing a market survey.
3.0 PAYMENTS:
3.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit “A.”
3.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
3.3 INVOICES:
3.3.1 The Contractor shall submit in a manner acceptable to the County one (1) legible copy of
their detailed invoice before payment(s) can be made. At a minimum, the invoice must
provide the following information:
 Company name, address and contact
 County bill-to name and contact information
 Contract serial number
 County purchase order number
 Invoice number and date
 Payment terms

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 Date of service or delivery
 Quantity
 Contract Item number(s)
 Description of service provided
 Pricing per unit of service
 Freight (if applicable)
 Extended price
 Mileage w/rate (if applicable)
 Total Amount Due
3.3.2 Problems regarding billing or invoicing shall be directed to the County as listed on the
Purchase Order.
3.3.3 Payment shall 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 located on the County Department of Finance Vendor Registration Web Site
(http://www.maricopa.gov/Finance/Vendors.aspx).
3.3.4 EFT payments to the routing and account numbers designated by the Contractor will
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.
3.4 APPLICABLE TAXES:
3.4.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any
installation labor on items that are not attached to real property performed by Contractor
under the terms of this Contract, the installation labor cost and the gross receipts for
materials provided shall be listed separately on the Contractor’s invoices.
3.4.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all
applicable state and local transaction privilege taxes. To the extent any state and local
transaction privilege taxes apply to sales made under the terms of this contract it is the
responsibility of the seller to collect and remit all applicable taxes to the proper taxing
jurisdiction of authority.
3.4.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and
local taxes applicable to its operation and any persons employed by the Contractor.
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
Worker’s Compensation.
3.5 TAX: (SERVICES)
No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and
all taxes and include the same in proposal price.
4.0 AVAILABILITY OF FUNDS:
4.1 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.

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4.2 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 ten
(10) days in advance.
5.0 DUTIES:
Subject to Section 8 No Warranties of Exhibit C, the Contractor shall perform all duties stated in Exhibit
“B”, or as otherwise directed in writing by the Procurement Officer.
6.0 TERMS and CONDITIONS:
6.1 INDEMNIFICATION:
Subject to Section 8 No Warranties of Exhibit C, the fullest extent permitted by law, the
Contractor shall defend indemnify and hold harmless the County (as Owner), its agents,
representatives, agents, 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 the negligent acts, errors, omissions, or mistakes relating to the performance
of this Contract.
Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives,
agents, 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 there from,
caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but
only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any
one directly or indirectly employed by them, or anyone for whose acts they may be liable,
regardless of whether or not such claim, damage, loss, or expense is caused in part by a party
indemnified hereunder.
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 paragraph.
The scope of this indemnification does not extend to the sole negligence of County.
6.2 INSURANCE:
6.2.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein
stipulated minimum insurance from a company or companies duly licensed by the State
of Arizona and possessing a current A.M. Best, Inc. 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.
6.2.2 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.
6.2.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance
or self-insurance maintained by County shall not contribute to it.

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6.2.4 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.
6.2.5 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 and County, at its
option, may require Contractor to secure payment of such deductibles or self-insured
retentions by a surety bond or an irrevocable and unconditional letter of credit.
6.2.6 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.
6.2.7 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.
6.2.8 Commercial General Liability.
Commercial General Liability 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.
6.2.9 Automobile Liability.
If applicable, Commercial/Business Automobile Liability insurance and, if necessary,
Commercial Umbrella insurance with a combined single limit for bodily injury and
property damage of not less than $1,000,000 each occurrence with respect to any of the
Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of
the Contractor’s work or services or use or maintenance of the Premises under this
Contract.
6.2.10 Workers’ Compensation.
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.
6.2.11 Professional Liability.
Contractor shall maintain Professional Liability insurance which will provide coverage
for any and all acts arising out of the work or services performed by the Contractor under
the terms of this Contract, with a limit of not less than $1,000,000 for each claim, and
$3,000,000 aggregate claims.
6.2.12 Certificates of Insurance.
6.2.12.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and
complete certificates of insurance, or formal endorsements as required by the

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Contract in the form provided by the County, issued by Contractor’s insurer(s),
as evidence that policies providing the required coverage, conditions and limits
required by this Contract are in full force and effect. Such certificates shall
identify this contract number and title.
6.2.12.2 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.
6.2.12.3 If a policy does expire during the life of the Contract, a renewal certificate must
be sent to County fifteen (15) days prior to the expiration date
6.2.13 Cancellation and Expiration Notice.
Insurance required herein shall not be permitted to expire, be canceled, or materially
changed without thirty (30) days prior written notice to the County.
6.3 FORCE MAJEURE.
6.3.1 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 will include 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,
interruption or failure of electricity or telecommunication service.
6.3.2 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.
6.3.3 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.
6.3.4 The County shall reserve the right to terminate this Contract and/or any applicable order
or contract release purchase order upon non-performance by Contractor. The County
shall reserve the right to extend the Contract and time for performance at its discretion.
6.4 WARRANTY OF SERVICES:
6.4.1 Subject to Section 8 No Warranties of Exhibit C, 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.
6.4.2 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.

Serial 15055-CI
6.5 TERMINATION FOR CONVENIENCE:
Maricopa County may terminate the resultant Contract for convenience by providing sixty (60)
calendar days advance notice to the Contractor.
Maricopa County may terminate the Contract for convenience by providing sixty (60)
calendar days advance notice to the Contractor.
6.6 TERMINATION FOR DEFAULT:
The County may, by written notice of default to the Contractor, terminate this Contract in whole
or in part if the Contractor breaches the Agreement and fails to cure such breach within 30 days of
such notice from County.
6.7 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.
6.8 CONTRACTOR LICENSE REQUIREMENT:
6.8.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and
fees necessary and incidental to the lawful conduct of his/her business, and as necessary
complete any required certification requirements, required by any and all governmental
or non-governmental entities as mandated to maintain compliance with and in good
standing for all permits and/or licenses. The Respondent shall keep fully informed of
existing and future trade or industry requirements, 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 using agency of any and all changes concerning permits,
insurance or licenses.
6.8.2 Respondents furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. A Respondent is not relieved of its obligation to possess the required licenses
by subcontracting of the labor portion of the Contract. Respondents are advised to
contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to
ascertain licensing requirements for a particular contract. Respondents shall identify
which license(s), if any, the Registrar of Contractors requires for performance of the
Contract.
6.9 SUBCONTRACTING:
6.9.1 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 project.
6.9.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate,
as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher
rates or the County has approved the increase. The Subcontractor’s invoice shall be
invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the

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County, without mark-up. A copy of the Subcontractor’s invoice must accompany the
Prime Contractor’s invoice.
6.10 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.
6.11 ADDITIONS/DELETIONS OF SERVICE:
The County reserves the right to add and/or delete materials and services to a Contract. If a
service requirement is deleted no credit or refund will be issued for the balance of the annual
payment to the Contractor. If additional materials or services are required from a Contract, prices
for such additions will be negotiated between the Contractor and the County.
6.12 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.
6.13 SEVERABILITY:
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 this Contract.
6.14 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
may be viewed and downloaded at the Governor of the State of Arizona’s website which 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 or any other individual
in any way because of that person’s age, race, creed, color, religion, sex, disability or national
origin.
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 may be viewed and downloaded at the Governor of the State of
Arizona’s website
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which 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.
6.15 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
6.15.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his
or her knowledge and belief, that the Contractor
6.15.1.1 is not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any
Federal Department or agency;
6.15.1.2 have not within 3-year period preceding this Contract been convicted of
or had a civil judgment rendered against them for commission of fraud

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or a criminal offense in connection with obtaining, attempting to
obtain, or performing a public (Federal, State or local) transaction or
contract under a public transaction; violation of Federal or State
antitrust statues or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements,
or receiving stolen property;
6.15.1.3 are not presently indicted or otherwise criminally or civilly charged by
a government entity (Federal, State or local) with commission of any of
the offenses enumerated in paragraph (2) of this certification; and
6.15.1.4 have not within a 3-year period preceding this Contract had one or
more public transaction (Federal, State or local) terminated for cause of
default.
6.15.2 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related to this Contract.
6.16 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.16.1 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 USCIS.GOV.
6.16.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph 6.16.1
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.
6.17 INFLUENCE
As prescribed in MC1-1202 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.
An attempt to influence includes, but is not limited to:
6.17.1 A Person offering or providing a gratuity, gift, tip, present, donation, money,
entertainment or educational passes or tickets, or any type valuable contribution or
subsidy,
6.17.2 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.

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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.
6.18 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor
agrees to retain all books, records, accounts, statements, reports, files, and other records and back-
up documentation relevant to this Contract for six (6) years after final payment or until after the
resolution of any audit questions which could be more than six (6) years, whichever is latest. 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.
6.19 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.
6.20 PUBLIC RECORDS:
Under Arizona law, all Offers submitted and opened are public records and must be retained by
the Records Manager at the 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. If an Offeror believes that information in its Offer or any resulting
Contract should not be released in response to a public record request under Arizona law, the
Offeror shall indicate the specific information deemed confidential or proprietary and submit a
statement with its offer detailing the 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.
Under Arizona law, all Contracts are public records and must be retained by the Records
Manager at the Office of Procurement Services. Contracts shall be open to public inspection
and copying after Contract award and execution, except for such Contracts or sections
thereof determined to contain proprietary or confidential information by the Office of
Procurement Services.
6.21 PRICES:
Contractor acknowledges that prices extended to County under this Contract are no higher than
those paid by any other customer of similar size for these or similar services.
6.22 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, express or implied.
6.23 RELATIONSHIPS:
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

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create the relationship of employer and employee, co-employee, partnership, principal and agent,
or joint venture between the County and the Contractor.
6.24 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 or in the United States
District Court for the District of Arizona, sitting in Phoenix, Arizona
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.
6.25 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Exhibit C, if applicable, the terms
of this Contract shall prevail.
6.26 CONFIDENTIAL INFORMATION:
Any information obtained in the course of performing this Contract may include
information that is proprietary or confidential to the County. This provision establishes the
Contractor’s obligation regarding such information.
The Contractor shall establish and maintain procedures and controls that are adequate to
assure that no proprietary or confidential information contained in its records and/or
obtained from the County in carrying out its functions (services) under the Contract shall be
used by or disclosed by it, its agents, officers, or employees, except as required to efficiently
perform duties under the Contract. The Contractor’s procedures and controls at a minimum
must be the same procedures and controls it uses to protect its own proprietary or
confidential information. If, at any time during the duration of the Contract, the County
determines that the procedures and controls in place are not adequate, the Contractor shall
institute any new and/or additional measures requested by the County within fifteen (15)
calendar days of the written request to do so.
Any requests to the Contractor for County proprietary or confidential information s shall be
referred to the County for review and approval, prior to any dissemination.
6.27 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.
6.28 ISRAEL BOYCOTT:
By submitting this proposal the Contractor certifies that they are in compliance with Article 9,
A.R.S. § 35-393 et seq.
6.29 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION (NEW CLAUSE):
6.29.1 Contractors agree to accept email notification of cancellation of Purchase Orders
from the County Procurement Officer made in accordance the Contract. Contractor
specifically acknowledges to be bound by this cancellation policy.

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6.30 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract:
6.30.1 Exhibit A, Pricing;
6.30.2 Exhibit B, Scope of Work; and
6.30.3 Exhibit C, Contractor Terms and Conditions
6.31 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
ATTN: Contract Administration
320 West Lincoln Street
Phoenix, Arizona 85003-2494
For Contractor:
Director of Sales Administration
CoStar Group, Inc.
2 Bethesda Metro Center
Bethesda, MD 20814

Serial 15055-CI

Serial 15055-CI
EXHIBIT A
PRICING
SERIAL: 15055-CI
NIGP CODE: 91814
RESPONDENT NAME: CoStar Realty Information, Inc.
VENDOR NUMBER : W000004068 VC0000004953
P.O. Box 791123
ADDRESS: 2 Bethesda Metro Center 10th Floor
Baltimore, MD 21279-1123
Bethesda, MD 20814
P.O. ADDRESS:
TELEPHONE NUMBER: (202) 346-6500
FACSIMILY NUMBER: (202) 346-6370
WEB SITE: Costar.com
REPRESENTATIVE: Daniel White Robert Estabrook
dwhite@costargroup.com
REPRESENTATIVE E-MAIL: Restabrook@costar.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: NET 30
1.0 PRICING:
DESCRIPTION Year 1 Year 2 Year 3 Year 4 Total
Annual subscription service for Costar Suite
product requirements in Exhibit B $92,545 $92,545 $92,545 $130,138 $277,635 $103,138
Phoenix Market per Exhibit B
(Based on 82 43 users at $94.05 $199.88 per month per user).
Optional Pricing:
Costar Suite An additional charge of $2,100 per month
Additional price per user $94.05 $185.00 per month per user
Key Tokens per user $149 one-time cost
National Comp Data $5,845 per month per user

Serial 15055-CI
EXHIBIT B
SCOPE OF WORK
1.0 INTENT:
The Maricopa County Assessor’s Office is requesting a proposal for the services of a firm to provide
commercial property valuation products and services including a web based subscription service for PC
use.
Maricopa County (County) intends to enter into a contract with a firm to provide commercial property
services including sales data of comparable properties to assign property values based on guidelines set by
the Arizona Department of Revenue and International Association of Assessing Officers (IAAO).
Respondent shall guarantee that all information made available to Maricopa County has been duly verified
for accuracy and that the data is not older than 30 days.
2.0 DESCRIPTION OF REQUIREMENTS:
2.1 PROPERTY SEARCH:
2.1.1 Provide a searchable database for property sales of $1 Million and higher
2.1.2 Provide ability to search a specific property or properties by:
2.1.2.1 Parcel number
2.1.2.2 Address
2.1.2.3 Property use, including refined segmented uses such as retail/ shopping center/
neighborhood vs. regional
2.1.2.4 Single or multi-tenant occupancy
2.1.2.5 Energy efficiency / rating
2.1.2.6 Corridors, such as freeway, major office markets, railways, power lines and
visually highlight properties
2.1.2.7 Radius
2.1.3 Provide specific income information
2.1.4 Exclude from search results bulk, business park and condo sales
2.1.5 Provide label/identify research source
2.1.6 Perform a search by market and submarket type, search an area by property type.
2.2 PROPERTY DATA:
2.2.1 Size of the building including number of buildings if more than one
2.2.2 Number of floors in the building
2.2.3 Building(s) use: office space, warehouse, light industrial etc. If a warehouse, a
breakdown of warehouse space versus built-in office space
2.2.4 Building grade: Class A, B or C
2.2.5 Gross and net square footage
2.2.6 Construction year(s) of building(s)
2.2.7 Land to building ratio
2.2.8 Land size
2.2.9 Land is leased or owned
2.2.10 Intended use of the property if land is vacant
2.2.11 Legal Description at time of sale
2.2.12 Pictures of the property
2.2.13 Occupancy level of the building
2.2.14 Parking information including the physical number of parking spaces and any income
information
2.2.15 Management company and contact information
2.2.16 Amenities
2.2.17 Rental Information
2.2.17.1 Rent including CAM charges

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2.2.17.2 Vacancy
2.2.17.3 Expenses
2.2.17.4 Net Operating Income
2.2.17.5 Overall CAP Rate
2.2.17.6 Leasing information on specific space
2.2.17.7 Ownership, prior and current if sold
2.3 PROPERTY SALES DATA:
2.3.1 Buyer's/Seller's information along with broker contacts
2.3.2 Parcel number(s) of the subject property
2.3.3 Property address including the city location
2.3.4 Sale price that includes a unit price of the subject property
2.3.5 Sale date
2.3.6 Conditions of sale
2.3.7 Financing terms
2.3.8 Property zoning
2.3.9 Type of sale: related party sale or an arms length transaction
2.3.10 Property size
2.3.11 Map showing the location of the sale
2.3.12 Market and submarket competition
2.4 SYSTEM DESIGN:
2.4.1 Ability to store searched criteria & output data
2.4.2 Ability to share searched data with a peer group
2.4.3 Ability to graphically compare statistical data with subject property information
2.4.4 Ability to download data to a tab delimited format usable or Microsoft Excel
2.4.5 Ability to deliver/access the system using the Internet
2.4.6 Ability to provide usage of system with pricing options that includes a set number of
concurrent user license policy
2.5 ANALYTICAL TOOLS:
2.5.1 Ability to look at market and submarket statistics according to Property Type and grade
2.5.2 Ability to present survey data sheets in statistical format showing range, median and
average indicators (Cap rate, lease rates, vacancies etc.)
2.5.3 Ability to place cursor over comparable data or icon and pull up picture and sale price
per square foot
2.5.4 Ability to identify and locate specific groups of properties graphically upon request
2.6 MISCELLANEOUS:
2.6.1 Provide historical data in the form of an annual and quarterly reports for specific market
types that track and identify trends for both expanded and submarkets for the three
major property types: retail, office and industrial
2.6.2 Detailed list of "For Sale" properties in the vicinity of the subject property or within
designated search area
2.6.3 Provide search results of 2000 properties in less than 60 seconds
2.6.4 Provide map search results at the press of a button
2.6.5 Provide absorption studies, both direct and sublease information by market and sub-
market
2.6.6 Provide graphic comparison of national versus local market capitalization rates
2.6.7 Provide a glossary of terms and how calculations have been performed
2.6.8 Provide Frequently Asked Questions section
2.6.9 Provide both market and sub-market maps
2.6.10 Provide ability to graphically compare two and three separate sets of searched data
2.6.11 Provide ability to manage licenses by concurrent user
2.6.12 Provide ability to access system remotely

Serial 15055-CI
EXHIBIT C
Contractor Terms and Conditions
1. License. (a) This Agreement between CoStar and Licensee concerns one or more electronic databases developed
and maintained by CoStar each consisting of (1) a proprietary database (the "Database") of commercial real estate
information, including but not limited to, the information, text, photographic and other images and data contained
therein (collectively, the "Information") and the proprietary organization and structures for categorizing, sorting and
displaying such Information, and (2) related software (the "Software"). Those portions of the Software and
Database that are licensed hereunder, including any updates or modifications provided thereto, and any information
derived from the use of the Database, including as a result of the verification of any portion of the Information by
Licensee, are collectively referred to herein as the "Licensed Product." (b) During the term of this Agreement,
CoStar hereby grants to Licensee a nonexclusive, nontransferable license to use only those portions of the Licensed
Product that are expressly identified on the Schedule of Services on the Subscription Form, subject to and in
accordance with the terms and conditions of this Agreement. (c) The Licensed Product may be used by no more than
the number of users set forth on the Subscription Form and, except as set forth below only at the site(s) specifically
identified herein. All of such users (the "Authorized Users") must be individuals (1) employed by Licensee or an
Independent Contractor of Licensee. at a site identified on the Subscription Form and (2) included on CoStar’s list of
Authorized Sites & Users for the Licensed Product. Licensee understands that each brokerage, research, appraiser,
sales or other similar personnel at each licensed site must be an Authorized User and agrees to notify CoStar if the
number of such individuals at a site exceeds the number of Authorized Users set forth in this Agreement. An
"Independent Contractor" is defined as an individual person working solely for Licensee and not for another
company with real estate information needs and performing substantially the same services for Licensee as an
employee of Licensee. (d) Licensee will ensure that access to and use of the Licensed Product, and the user names,
passwords and any Key Tokens (collectively, the "Passcodes") used to access the Licensed Product are available
only to Authorized Users, and will not allow anyone other than an Authorized User access to the Licensed Product
or Passcodes for any reason.[these changes are all unacceptable and frankly I’m not sure why they were even made]
2. Use. (a) Subject to the prohibitions set forth below, during the term of this Agreement, Licensee may use the
Licensed Product for the following purposes in the ordinary course of its business: (1) Licensee’s internal research
purposes; (2) providing information regarding particular properties and market trends to its clients and prospective
clients; (3) to market properties; (4) supporting its valuation, appraisal or counseling regarding a specific property;
and (5) creating periodic general market research reports for in-house use or for clients’ or prospective clients’ use,
provided that such reports do not contain building-specific or tenant-specific Information and are not commercially
or generally distributed. Subject to the provisions set forth below, Licensee may print Information or copy
Information into word processing, spreadsheet and presentation programs (or other software programs with the
express written consent of CoStar), so long as the level of Information being printed or copied is reasonably tailored
for Licensee’s purposes, insubstantial and used in compliance with this Section. (b) Except as set forth in Section
2(a), Licensee shall not distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer,
provide access to, use or sell, directly or indirectly (including in electronic form), any portion of the Licensed
Product, or modify or create derivative works of the Licensed Product. (c) Notwithstanding any other provision
herein, Licensee shall not: (1) upload, post or otherwise transmit any portion of the Licensed Product on, or provide
access to any portion of the Licensed Product through, the Internet, any bulletin board system, any electronic
network, any listing service or any other data sharing arrangement not restricted exclusively to Licensee and the
Authorized Users, except that (i) Licensee may e-mail a report containing Information that complies with this
Section 2 to a limited number of its clients and prospective clients, (ii) Licensee may display solely on its own web
site photographs from the Licensed Product that depict properties that Licensee owns, controls, represents or holds
exclusives, provided that under no circumstances shall such photographs be posted on any website that may compete
with the Licensed Product, and (iii) if Licensee is a subscriber in good standing to CoStar Property Professional®
and CoStar Connect®, Licensee may post insubstantial portions of the Information from CoStar Property to the
client extranet component on Licensee’s designated CoStar Connect web site for accessing by clients or prospective
clients of Licensee in compliance with this Section 2; (2) use any portion of the Licensed Product to create, directly
or indirectly, any database or product; (3) access or use the Licensed Product if you are a direct or indirect
competitor of CoStar or provide any portion of the Licensed Product to any direct or indirect competitor of CoStar;
(4) store, copy or export any portion of the Licensed Product into any database or other software program, except as
set forth in Section 2(a); (5) modify, merge, disassemble or reverse engineer any portion of the Licensed Product;
(6) use, reproduce, publish or compile any Information for the purpose of selling or licensing such information or
making such information publicly available; (7) use or distribute Information that has been verified or confirmed by
Licensee for the purpose of developing or contributing to the development of any database, product or service; or (8)

Serial 15055-CI
use any portion of the Licensed Product in a manner that would violate any U.S., international, state or local law,
regulation, rule or ordinance, including real estate practice, spam and privacy laws.
3. Ownership. Licensee acknowledges that CoStar and its licensors have and shall retain exclusive ownership of all
proprietary rights to the Licensed Product, including all U.S. and international intellectual property and other rights
such as patents, trademarks, copyrights and trade secrets. This is a license agreement and not an agreement for sale.
Licensee shall have no right or interest in any portion of the Licensed Product except the right to use the Licensed
Product as set forth herein. Licensee acknowledges that the Software, Database, Information and Licensed Product
constitute the valuable property and confidential copyrighted information of CoStar and its licensors (collectively,
the "Proprietary Information"). Licensee agrees to (a) comply with all copyright, trademark, trade secret, patent,
contract and other laws necessary to protect all rights in the Proprietary Information, (b) not challenge CoStar’s and
its licensor’s ownership of (or the validity or enforceability of their rights in and to) the Proprietary Information, and
(c) not remove, conceal, obliterate or circumvent any copyright or other notice or license, use or copying
technological measure included in the Licensed Product. Licensee shall be liable for any violation of the provisions
of this Agreement by any Authorized User and by Licensee’s employees, Independent Contractors, affiliates and
agents and for any unauthorized use of the Licensed Product by such persons. Without CoStar’s consent, Licensee
may not use or reproduce any trademark, service mark or trade name of CoStar.
4. Termination. (a) Either party may terminate any portion of this Agreement in the event of: (1) any breach of a
material term of this Agreement by the other party which is not remedied within thirty (30) days after written notice
to the breaching party; or (2) the other party’s making an assignment for the benefit of its creditors, or the filing by
or against such party of a petition under any bankruptcy or insolvency law, which is not discharged within 30 days
of such filing. (b) CoStar may terminate any portion of this Agreement immediately without further obligation to
Licensee: (1) upon CoStar’s reasonable suspicion of any violation by Licensee of any provision of Section 1, 2, 3, 5,
12 or 13 hereunder, or any material provision of any other agreement between the parties; or (2) upon five (5) days
written notice at any time in CoStar’s sole discretion in which case CoStar shall refund any fees paid by Licensee to
license the terminated portion of the Licensed Product after the effective date of such termination, and Licensee
shall be released of its obligation to pay the associated License Fees due after the date of such termination. (c)
CoStar may interrupt the provision of any portion of the Licensed Product to Licensee upon CoStar’s reasonable
suspicion of any violation by Licensee of any provision of Section 1, 2, 3, 5, 12 or 13 hereunder, or any material
provision of any other agreement between the parties, and Licensee shall continue to be responsible for all License
Fees, provided that Licensee shall not be responsible for license fees for an interrupted period if there was not an
actual violation. CoStar will restore the provision of the Licensed Product only if all amounts due hereunder are paid
and if, in CoStar’s reasonable opinion, CoStar has received satisfactory assurances as to the cessation of the
violation. (d) If the Initial Term or a Renewal Term of this Agreement is designated to last more than one (1)
calendar year, notwithstanding anything to the contrary in Section 4 hereof, Licensee may, on a one-time basis and
upon written notice to CoStar, terminate such Initial or Renewal Term effective one year from the date CoStar
receives such written notice, provided that such one-time termination right shall expire on August 31, 2017 or upon
Licensee’s exercise of its termination right under this subsection 6(d). (e) Upon Licensee’s breach of any term of
this Agreement, all License Fees and all other fees payable hereunder shall become immediately due and payable in
full, and in addition to the foregoing, CoStar’s remedies shall include any damages and relief available at law or in
equity. If CoStar retains any third party to obtain any remedy to which it is entitled under this Agreement, CoStar
shall be entitled to recover all costs, including attorney’s fees and collection agency commissions, CoStar incurs.
5. Post-Termination. At termination or nonrenewal of this Agreement, Licensee may no longer use any portion of
the Licensed Product in any manner. Within ten (10) days after the effective date of termination or nonrenewal,
Licensee will permanently delete or destroy all elements of the Licensed Product under its control and upon request
from CoStar, affirm the completion of this process by execution and delivery to CoStar of an affidavit to that effect
reasonably satisfactory to CoStar. In addition, CoStar may at its sole expense audit Licensee’s compliance with this
provision and the terms of the Agreement, provided, that such audit will occur under Licensee’s reasonable
supervision and Licensee shall cooperate in the conduct of the audit.
6. Licensed Product. Subject to Section 11, during the term of this Agreement, CoStar will provide updated
Information to Licensee, which updates may be provided through the Internet or in such other manner as determined
by CoStar. Licensee is responsible for providing all hardware, software and equipment necessary to obtain and use
the Licensed Product, including any updates or other modifications thereto. The Licensed Product currently requires
a Windows 98, NT, 2000 or XP based computer, a high-speed internet connection or modem with a baud rate not
less than 56K and Internet Explorer 6.0. Licensee is responsible for all charges necessary to access the Licensed
Product. CoStar reserves the right to modify any part of the Licensed Product or the way the Licensed Product is

Serial 15055-CI
accessed at any time, so long as such modifications do not significantly degrade the depth of Information provided
to Licensee hereunder.
7. LIMITATION ON LIABILITY. (a) LICENSEE ACKNOWLEDGES THAT, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, COSTAR AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES AND THIRD PARTY SUPPLIERS (COLLECTIVELY, THE "COSTAR PARTIES")
WILL NOT BE HELD LIABLE FOR ANY LOSS, COST OR DAMAGE SUFFERED OR INCURRED BY
LICENSEE OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO ANY FAULTS, INTERRUPTIONS
OR DELAYS IN THE LICENSED PRODUCT, OUT OF ANY INACCURACIES, ERRORS OR OMISSIONS IN
THE INFORMATION CONTAINED IN THE LICENSED PRODUCT, REGARDLESS OF HOW SUCH
FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS ARISE, OR FOR ANY
UNAUTHORIZED USE OF THE LICENSED PRODUCT. (b) THE COSTAR PARTIES’ AGGREGATE,
CUMULATIVE LIABILITY RELATING TO THIS AGREEMENT AND USE OF THE LICENSED PRODUCT
SHALL BE LIMITED TO LICENSEE’S ACTUAL, RECOVERABLE DIRECT DAMAGES, IF ANY, WHICH IN
NO EVENT SHALL EXCEEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID TO COSTAR
UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE
DATE SUCH CLAIM AROSE. RECOVERY OF THIS AMOUNT SHALL BE LICENSEE’S SOLE AND
EXCLUSIVE REMEDY. (c) UNDER NO CIRCUMSTANCES WILL ANY OF THE COSTAR PARTIES BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF, BASED ON,
RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE LICENSED
PRODUCT, EVEN IF COSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
EXCLUSION OF DAMAGES IN THIS SECTION 10(c) IS INDEPENDENT OF LICENSEE’S EXCLUSIVE
REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS. (d) NO ACTION ARISING OUT OF OR
PERTAINING TO THIS AGREEMENT MAY BE BROUGHT BY LICENSEE MORE THAN ONE (1) YEAR
AFTER THE CAUSE OF ACTION HAS ARISEN. (e) THE PROVISIONS OF THIS SECTION APPLY
WITHOUT REGARD TO THE CAUSE OR FORM OF ACTION, WHETHER THE DAMAGES ARE
GROUNDED IN CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION.
8. NO WARRANTIES. ALTHOUGH COSTAR MAKES EFFORTS TO PROVIDE AN ACCURATE PRODUCT,
THE LICENSED PRODUCT AND ALL PARTS THEREOF ARE PROVIDED ‘AS IS’, ‘WITH ALL FAULTS’,
AND ‘AS AVAILABLE’. THE COSTAR PARTIES MAKE NO WARRANTIES. THE COSTAR PARTIES
DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1)
MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR
PURPOSE, WORKMANLIKE EFFORT, QUIET ENJOYMENT AND NO ENCUMBRANCES OR LIENS, (2)
THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE LICENSED PRODUCT, (3)
THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF
TRADE, (4) THE LICENSED PRODUCT CONFORMING TO ANY FUNCTION, DEMONSTRATION OR
PROMISE BY ANY COSTAR PARTY, AND (5) THAT ACCESS TO OR USE OF THE LICENSED PRODUCT
WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
9. Assignment. The parties’ obligations hereunder are binding on their successors, legal representatives and assigns.
Licensee and CoStar may not assign or transfer (by operation of law or otherwise) this Agreement nor the license
granted hereunder, in whole or in part, without the prior written consent of the other party.
10. Passcodes; Key Tokens. (a) Licensee will designate a person authorized to determine and change the level of
each Authorized User’s access to the Licensed Product and designated to ensure that Licensee complies with this
Agreement. No Authorized User may access the Licensed Product using any Passcode other than the Passcodes
assigned to such Authorized User. No Authorized User may share his assigned Passcodes with any other person nor
allow any other person to use or have access to his Passcodes. During the term of this Agreement, Licensee will
promptly notify CoStar of any Authorized User’s change of employment or contractor status with Licensee,
including termination of an Authorized User’s employment or contractual service with Licensee, and upon such
termination Licensee shall destroy the Passcodes for such Authorized User. No Authorized User who ceases to be an
employee or Independent Contractor of Licensee may use any Passcodes in any manner. (b) Each Authorized User’s
access to the Licensed Product may be limited to a designated computer; provided, that an Authorized User may
email CoStar Customer Support at support@costar.com to receive an electronic apparatus (a "Key Token") designed
to enable such Authorized User to access the Licensed Product from multiple computers for $149 per Key Token

Serial 15055-CI
(before tax). All Key Tokens licensed by Licensee shall constitute part of the Licensed Product. If a Key Token has
been lost, stolen or damaged, upon Licensee’s email request to CoStar Customer Service for a replacement Key
Token, CoStar shall deliver Licensee a replacement Key Token and Licensee shall pay CoStar $149 (before tax) for
each such replacement Key Token; provided, that CoStar will replace a Key Token if it malfunctions through
normal usage (due to no fault of the Licensee) free of charge during the Initial Term.
11. Force Majeure. None of the CoStar Parties shall have any liability for any damages resulting from any failure to
perform any obligation hereunder or from any delay in the performance thereof due to causes beyond CoStar’s
control, including industrial disputes, acts of God or government, public enemy, war, fire, other casualty, failure of
any link or connection whether by computer or otherwise, or failure of technology or telecommunications or other
method or medium of storing or transmitting the Licensed Product.
12. User Information. Licensee acknowledges that if it creates any settings, surveys, fields or functions in the
Licensed Product or inputs, adds or exports any data into or from the Licensed Product (collectively, the "User
Data"), none of the CoStar Parties shall have any liability or responsibility for any of such User Data, including the
loss, destruction or use by third parties of such User Data. Documents posted by Licensee to the client extranet
component of Licensee’s designated CoStar Connect web site shall constitute Licensee Content (as defined in the
CoStar Connect agreement) and User Data. Licensee acknowledges that it is Licensee’s responsibility to make back-
up copies of such User Data. For each licensed site, Licensee is allotted an aggregate amount of 100 megabytes of
storage space in any CoStar Property Professional Licensed Product per Authorized User located at that site.
13. Optional Arbitration. Should CoStar file or threaten to file a judicial action against Licensee alleging violation of
CoStar’s intellectual property rights or violation of Section 2 of this Agreement, Licensee may elect to resolve CoStar’s
claims through binding arbitration to be governed by the Commercial Arbitration Rules of the American Arbitration
Association and to be held in the District of Columbia pursuant to the laws of the District of Columbia. Such right
must be invoked within twenty (20) days of CoStar’s filing of or threat to file a judicial action. Provided, however, that
nothing in this paragraph shall be construed to prohibit or prevent CoStar from requesting any legal or equitable relief
or remedy of any kind in an action commenced in state or federal court or in any arbitration proceeding.
14. Miscellaneous. This Agreement contains the entire understanding of the parties with respect to the Licensed
Product and supersedes any prior oral or written statements and documents with respect to such subject matter;
provided, that this Agreement does not supersede any other written license agreement between the parties unless
expressly provided herein.. This Agreement may not be amended, modified or superseded, nor may any of its terms
or conditions be waived, unless expressly agreed to in writing by all parties. If any provision of this Agreement not
being of a fundamental nature is held to be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remainder of the Agreement will not be affected. If a provision is held to be invalid, illegal or otherwise
unenforceable, it shall be deemed to be replaced with an enforceable provision that retains the intent and benefits of
the original provision. Licensee acknowledges that in the event of a breach of any of these terms by Licensee,
CoStar may suffer irreparable harm and may seek injunctive relief as well as all other monetary remedies available
at law or in equity. The failure of any party at any time to require full performance of any provision hereof will in no
manner affect the right of such party at a later time to enforce the same. Headings are for reference only. The
provisions of Sections 2(b), 2(c), 3, 5, 6(d), 7, and 10 through 14 hereof will survive nonrenewal or termination of
this Agreement.

Serial 15055-CI
COSTAR REALTY INFORMATION, INC., 2 BETHESDA METRO CENTER 10TH FLOOR
BETHESDA, MD 20814 P.O. BOX 791123, BALTIMORE, MD 21279-1123
PRICING SHEET: NIGP CODE 91814
Terms: NET 30 Days
Vendor Number: W000004068 X VC0000004953
Certificates of Insurance Required
Contract Period: To cover the period ending August 31, 2018 2019 2021.