13129-CONTRACT ASSIGNMENT 12-07-16.PDF

SERIAL 13129-REP
CONSENT TO ASSIGNMENT AND ASSUMPTION
of
CONTRACT SERIAL 13129-REP CAMA SOFTWARE SOLUTION
From
Vision Government Solutions, Inc.
To
Esri Canada Limited
& Maricopa County, Arizona
This CONSENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement")
is entered into as of December 7, 2016 ("Effective Date") by and between Maricopa County
("County"), Vision Government Solutions, Inc. ("Vision") and Esri Canada Limited ("Esri
Canada").
WHEREAS, County and Vision entered into a Contract for CAMA Software Solution dated
December 10, 2014, County Contract No.13129-RFP as amended by Change Order No. PCR1
dated May 1, 2015, Change Order No. PCR2 dated September 26, 2016 and Change Order No.
PCR3 dated September 26, 2016 ("Contract"),
'WHEREAS, Vision desires to assign and delegate to Esri Canada all of its rights and certain
limited obligations, and Esri Canada desires to assume all of Vision's rights and certain limited
obligations, under the Contract as set forth on Exhibit A.
WHEREAS, Vision desires to assign the Contract and no longer be liable for any and all liability
with respect to its non-performance, breach, or deficiencies and other liabilities arising prior to
the Effective Date except as otherwise set forth herein.
WHEREAS, County desires to consent to the assignment and assumption of the Contract, subject
to the following terms and conditions and in accordance with applicable state and local
procurement laws, rules, regulations and Contract provisions, including Section MC1-310
(Assignment of the Rights and Duties) of the Maricopa County Procurement Code and Section
6.15 of the Contract.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Assignment.
a. As of the Effective Date, Vision hereby assigns, delegates,
transfers, delivers and conveys to Esri Canada all of Vision's rights, title, and interest under the
Contract, and certain limited duties and obligations under the Contract that have not been
delivered to and accepted by the County or otherwise performed by Vision as of the Effective
Date ("Limited Obligations"), but excluding any duties and obligations arising from Vision's

SERIAL 13129-REP
non-performance, breach or deficiencies in performance under the Contract existing or accruing
up to the time of the assignment of the Contract to Esri Canada, whether known or unknown, and
all other liabilities arising prior to the Effective Date ("Excluded Obligations and Liabilities").
b. In granting its consent to the assignment and assumption as set
forth in this Agreement, (a) the County and Esri Canada agree that upon the Effective Date Esri
Canada is solely responsible for the performance of Contract 13129-1-RFP as revised and
restated in the Master Agreement Terms and Conditions, Special Terms and Conditions,
Statement of Requirements, Implementation Schedule, Attachment B Pricing Schedule, Software
License Agreement and Software Maintenance Agreement attached hereto; and (b) subject to the
indemnification provisions at Paragraph 4 below, the County and Vision agree that upon the
Effective Date Vision is no longer liable for any and all liability with respect to the Excluded
Obligations and Liabilities. The revised and restated Contract shall be identified as "Restated
13129-1-RFP".
c. The County and Esri Canada will meet to define the specific
functionality and schedule for each deliverable contained in the Implementation Schedule and
the specific value for each deliverable to be reflected in the Pricing Schedule which will be
incorporated into an additional formal amendment to Restated 13129-1-RFP.
d. The initial term of Restated 13129-1-RFP shall be ten (10) years
from the Effective Date with an expiration date of December 31, 2026. The County shall have
the option to renew for up to an additional ten (10) years. The awarded value of Restated 13129-
1-REP shall be $12,130,089.00.
2. Assnmption. Esri Canada hereby accepts the assignment and delegation
by Vision contained herein and assumes the Limited Obligations, but not the Excluded
Obligations and Liabilities as described above. The County and Vision acknowledge and agree
that Esri Canada shall bear no liability whatsoever for any claims, including third party claims,
arising out of or relating to the Excluded Obligations and Liabilities. Subject to the
indemnification provisions at Paragraph 4 below, the County and Esri Canada acknowledge and
agree that Vision shall be released from, and shall bear no liability whatsoever for, any claims,
including third party claims, arising out of or relating to the Excluded Obligations and Liabilities.
3. Additional Conditions of Assignment. The assignment set forth in this
Agreement is subject to the following additional conditions which must be fully satisfied prior to
the Effective Date:
a. receipt by Esri Canada of a written notice from the County (with input
from Vision) verifying and confirming the status of the Contract Deliverables, which notice shall
include a detailed accounting of (i) all retainage that remains unpaid to Vision, and (ii) any
unpaid invoices received by the County against accepted deliverables, and any unpaid invoices
received by the County against deliverables not accepted by the County as of the Effective Date;
b. execution and delivery of the Change Order No. PCR4 attached hereto
as Exhibit B between Esri Canada and the County (including Restated 13129-1-RFP);
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SERIAL 13129-REP
c. Vision, Esri Canada and the County agreeing to the transition
support activities and ongoing Restated 13129-1-RFP facilitation activities as set forth in Exhibit
C to this Agreement for the purpose of successfully facilitating this assignment and assumption
for the County ("Restated 13129-1-RFP Facilitation Activities");
d. the execution of a facilitation agreement between Esri Canada and
Vision related to the agreed additional consideration between Esri Canada and Vision and
ongoing responsibilities of the parties in connection with the Restated 13129-1-RFP Facilitation
Activities Facilitation Activities ("Facilitation Agreement") and the completion of all conditions
set forth in this Consent to Assignment and Assumption Agreement and the Facilitation
Agreement for the assignment to be effective;
e. Vision obtaining and delivering to the County and Esti Canada of a
conditional release and discharge full and complete written release and discharge of all
encumbrances, liens and security interests that already exist or may come to exist or be exercised
against any amounts under the Contract including, without limitation, the retainage amount
relating to work performed by Vision prior to the Effective Date, including, without limitation,
the security interests currently held by Gladstone Capital Corp and Blue Hills Bank against
Visions any amounts under the Contract including, without limitation, the retainage amount
relating to work performed by Vision;
f. Vision obtaining and delivering to the County and Esri Canada written
attestations from its security interest holders that no events of default Or trigger events have
occurred between Vision and its security interest holders that have resulted in the security
interest holders being vested with the power to exercise their security interest against any
amounts under the Contract including, without limitation, the retainage amount relating to work
performed by Vision;
g. Notwithstanding any other provision contained herein, the Parties
agree that immediately upon Vision's receipt of the Transfer Fee, the assignment will have been
consummated and thereby be effective.
4. Indemnification
a. Security Interest and Encumbrance Indemnity Vision agrees to
defend, indemnify and hold harmless Esri Canada and the County and their respective affiliates
and assigns, and their respective employees, agents and representatives, from and any all claims,
damages, costs, expenses and losses, including attorney fees and expenses, with respect to any
claims arising out of or relating to any security interests or encumbrances granted by Vision to
any third parties relative to the subject matter of this Consent A&A Agreement.
b. Intellectual Property Indemnity. Vision agrees to defend,
indemnify and hold harmless the County and Esri Canada and its affiliates and assigns, and their
respective employees, agents and representatives from and against any claims, damages, costs,
expenses and losses, including attorney fees and expenses arising out of or relating to any claims
of infringement, conversion or unauthorized use of any third party's patents, trade secrets,
licenses, proprietary information or any other intellectual property in connection with Vision's
performance of the Contract prior to the Effective Date, even if such claims are not presently
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SERIAL 13129-RFP
known or asserted until after the Effective Date. The County or Esri Canada, as the case may be,
shall give Vision prompt notice of any indemnified claims, permit Vision to control the defense
and settlement of such claims, and reasonably cooperate with Vision in connection with the
defense and settlement of such claims. Vision shall not enter into any stipulated judgment or
settlement that purports to bind the County or Esri Canada without the County or Esri Canada's
express written authorization, as the case may be, which shall not be unreasonably withheld or
delayed.
5, Escrowed Materials. Vision shall maintain its currently escrowed
materials with Iron Mountain under account number 48501, effective May 17, 2016. Vision shall
not be required to make additional deposits after the Effective Date. The County shall maintain
its financial obligations with Iron Mountain, Upon the final acceptance by the County of the
solution provided by Esri Canada, the County shall request the termination of the account per the
terms with Iron Mountain and the escrowed materials shall be returned to Vision in accordance
with the terms of the escrow.
6, Vision to Provide Support Personnel. Vision shall provide the County and
Esri Canada with support personnel and data access including the Restated 13129-1-RFP
Facilitation Activities that is sufficient to facilitate a successful transition between Vision, Esri
Canada, and the County. The County shall not be obligated to compensate Vision for the
Restated 131294-RFP Facilitation Activities or any services or products received as part of this
transition. Any compensation to be provided by Esri Canada to Vision for the Restated 13129-1-
RF'P Facilitation Activities shall be as agreed in the Facilitation Agreement between Esri Canada
and Vision.
7. Contract Deliverables — Waiver and Release. As of the Effective Date,
Vision agrees that it is not entitled to payment and hereby waives and releases the County and
Esri Canada of all claims for payment for any Contract deliverable. The parties hereto agree that
all payments for accepted deliverables as of and from the Effective Date shall be made to Esri
Canada,
8, Payments. All invoices received by the County for accepted deliverables
under the Contract that remain unpaid as of the Effective Date will be paid to Vision. All
invoices issued by Esri Canada and accepted by the County after the Effective Date shall be
payable to Esri Canada.
9. Retainage and Balance of Contract Payables. The County is currently
holding in a retainage account and will continue to hold the amount of $1,101,709.00 (the
"Retainage"). As additional consideration for Esri Canada's agreement to accept the assignment
and assume the Limited Obligations, Vision shall not be entitled to payment of all or any portion
of the Retainage. The Retainage shall be applied towards the deliverables to be provided by Esri
Canada.
10. Purchase Order, With reference to Section 6.5.1 of the Contract, given
that there are no guarantees of work under the Contract absent a Purchase Order from the
County, the County agrees to issue purchase orders to ESti Canada in accordance with the
Change Order.
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SERIAL 13129-RFP
11. Further Assurances. The Parties acknowledge that, from time to time, it
may be necessary for the Parties or any of them to execute and furnish one or more instruments
or other documents in order to implement more perfectly their respective duties, obligations,
rights and remedies as provided in the Facilitation Agreement and the Consent A&A Agreement,
respectively, and the Parties mutually agree to undertake such other actions, including the
execution and delivery of instruments and other documents, as are reasonably necessary to
implement more perfectly their respective duties, obligations, rights and remedies as provided in
the Facilitation Agreement and the Consent A&A Agreement
12. Waiver of Offset. As of the Effective Date, the County waives any right it
may have under 6,12 of the Contract to offset from any money due to Vision from any amounts
Vision owes to the County for damages resulting from breach or deficiencies in perfaunance
under the Contract existing or accruing up to the time of the assignment of the Contract to Esri
Canada, whether known or unknown. In particular, County waives its set-off rights under 6.12
with respect to all accrued holdback and retainage amounts from the original date of the
Contract.
13. Vision Waiver and Release. Vision hereby, without limitation, waives and
releases any claim it has or otherwise might later come to have against the Retainage.
14. Entire Agreement. This Agreement, including all exhibits and
attachments hereto, all of which are incorporated herein and constitute a material part of this
Agreement, and any other documents identified and incorporated by reference elsewhere in the
Agreement contains the entire agreement of the parties with respect to the subject matter of this
Agreement.
15. Waivers. All waivers under this Agreement shall be in writing in order to
be effective. No waiver by a Party of any breach of this Agreement or waiver of any warranty,
representation, or other provision hereunder shall be deemed to be a waiver of any other breach,
warranty, representation, or provision.
16. Confidentiality and Public Records Law. Esri Canada and Vision agree
hold this Agreement in confidence and to refrain from releasing into the public domain the
Agreement and the information contained herein. The County agrees that it shall only release
this Agreement in connection with a request properly submitted to it under the Public Records
Law, as described in A.R.S. §39-.101 to 221; provided, however, that before releasing the
Agreement or any information contained herein, it shall provide Vision and Esri Canada with
written notice of such request and afford each of them a reasonable opportunity to claim any
exemption that may reasonably support nondisclosure of all or any portion of the Agreement or
the information that it contains.
17. No Amendment. No amendment, modification, or addition to this
Agreement shall be effective or binding on any party unless set forth in writing and executed by
the duly-authorized representatives of each of the parties.
18. Binding Agreement. This Agreement shall be binding upon and inure to
the benefit of each of the parties hereto, and their respective successors and assigns.
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SERIAL 13129-REP
19. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Arizona, as applied to residents of that jurisdiction
entering into contracts wholly to be performed in that jurisdiction.
20. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original, and all of which
when taken together shall constitute this Agreement. The parties agree to accept and recognize
as valid signed counterparts transmitted via email or facsimile.
21. Past Performance. The County agrees that the performance of Vision and
any related past performance rating under the Contract shall have no bearing on ESRI Canada's
past performance rating under the Contract. The County also agrees that Vision shall have no
responsibility for its past performance under the Contact after the Effective Date. Except for the
indemnity provision at paragraph 4 above, the County also agrees that Vision shall have no
liability for any non-performance, breach, or deficiencies or other liabilities for its past
perfomiance under the Contact after the Effective Date.
22. Acknowledgement and Authority. The County hereby consents to the
assignment and assumption of the Contract in accordance with Section MC1-310 (Assignment of
the Rights and Duties) of the Maricopa County Procurement Code and Section 6.15 of the
Contract. Moreover, the representative of the County executing this Agreement has the authority
in accordance with applicable law, including but not limited to Section MCI -310, and the
Contract, to execute this Agreement.

SERIAL I3129-RFP
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on
the day and year first above written.
Authorized Signature z
/ /e 9/ ( /Y(
Printed Name and Title
z•e)-76:,
Date
IVIARICOPA COUNTY;
Chairmen of the County Board of Supervisors Date
ATTESTED:
Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney Date
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SERIAL 13129-RFP
EXIILI3IT A
Master Agreement Between Esri Canada and the County
(13129-1-RFP)
Esri Canada Draft 11192016 including selected County provisions

SERIAL 13129-RFP
EXHIBIT B
Change Order No. PCR4
NO COST SCOPE CHANGE FORM
Project Change Request (PCR) 4
Number
Overview of Change Assignment and Assumption of Contract 13129-RFP between
Vision and County.
Creation of Restated Contract 13129-1-RFP between Esri
Canada and County (attached)
Effective Date December 7, 2016
Effect of Change:
I) Contract 13129-RFP dated December 10, 2014 between Vision and County shall have an
administrative expiration date of December 7,2016.
2) Contract 13129-1-RFP shall be executed between Esri Canada and County
Specifics of Contract 13129-I-REP:
• Contract effective date shall be December?, 2016
• Initial Contract term is ten (10) years with an expiration date of December 31, 2026
• The Contract value for the initial term is $12,130,089.00
• The Contract contains an option to renew for a period up to an additional ten (10) years
Esri Canada Activities After the effective date of the Assumption and Assignment
document, Earl shall endeavor to obtain the staffing levels
discussed with the County and begin preparation for the
Design Meetings with County.
County Activities Provide Esri with appropriate support (documentation or
personnel) in the preparation process for the Design Meetings.
Esri Canada Deliverables None
County Deliverables None
Acceptance Criteria for Esri None
Deliverables
Reason for Change/Notes: Vision has opted to have their rights and responsibilities
under Contract 13129-EFP assigned to and assumed by Earl
Canada.
Associated Cost None
Contract Price Adjustments
Original Contract Value $ 18,510,557.00
Expended Funds to Vision (S6,380,436.00)
13129-1-RFP Contract Value $12,130,089.00
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SERIAL 13129-RFP
ESRI CANADAXIMITED
onzed Si gnature
N
ex/
Printed Name and Title
Zo(
Date
MARICOPA COUNTY:
Chairmen of the County Board of Supervisors Date
ATTESTED:
Clerk of the Board Date
APPROVED AS TO FORM:
Deputy County Attorney Date

SERIAL 13129-RFP
EXHIBIT C
Restated 13129-1-RFP Facilitation Activities
Vision shall at no cost to E,sri Canada or County provide the following services:
Service Period
Participate at design workshops for up to fifteen (15) days, or for a Effective Date through
greater number of days as may be mutually agreed by the Parties in March 31, 2017.
writing, (define as FTE hours) and say or as mutually extended,
with Esri Canada and the County at locations in Arizona as may be
requested by Esii Canada from time to time. A "day" shall mean
eight (8) working hours. Vision will appropriate subject matter
experts ("SMEs") from the Vision business and engineering teams
to participate in each design workshop as appropriate for the agenda
of the design workshop and shall confirm the attendance of such
SMEs in advance of the applicable design workshops.
Each Party shall be responsible for their own travel expenses for the
design workshops.
Upon reasonable notice, provide Esri Canada with access Effective Date through
(telephonically or by other mutually agreed means of April 30, 2017.
communication) to Vision SMEs to answer questions and provide
ad-hoc support or advice related to facilitate the transition.
Transfer archives of plan, charter, documents, and all Vision Completed.
Deliverables and related to the transition plan and knowledge
transfer in a mutually agreed industry standard electronic format.
Provide an overview of the Vision Deliverables and other Completed.
transferred archives as well as a walkthrough of the current
requirements artifacts, including a summary of key
architectural/technology decisions/justifications and integration
requirements.
Appoint an individual to act as Vision's primary point of contact to Commencing on the
address issues with the Transition Support Services and the effective date and
Professional Services facilitate the transition, throughout the Term.
Respond to Earl Canada requests within a commercially reasonable Commencing on the
response time and will complete the Transition Support Services effective date and
and the Professional Services with the level of services agreed to throughout the Temi.
between the Vision and Esri Canada.