THIRD AMENDMENT TO. WARSHAW FINAL DRAFT.DOC

THIRD AMENDMENT TO
COURT-APPOINTED MONITOR SERVICES AGREEMENT BETWEEN MARICOPA
COUNTY, ARIZONA
AND WARSHAW & ASSOCIATES INCORPORATED
THIS THIRD AMENDMENT TO COURT-APPOINTED MONITOR
SERVICES AGREEMENT (this “Amendment”), dated as of November 4, 2015, is entered
into by and between WARSHAW & ASSOCIATES INCORPORATED a North Carolina
corporation (the “Monitor”), and MARICOPA COUNTY, ARIZONA, a subdivision of the
State of Arizona with its principal office located at 301 W. Jefferson, Phoenix, Arizona 85003
(the “County”).
WHEREAS, the County and the Monitor entered into a certain Court-Appointed Monitor
Services Agreement, dated as of February 12, 2014 (the “Original Contract”); and
WHEREAS, subsequent to the “Effective Date” (as such term is defined in the Original
Contract), the Court issued two additional orders consisting of (i) the “Armendariz Order”(as
such term is defined in the Original Contract), and (ii) the “Community Engagement Order” (as
such term is defined in the Original Contract); and
WHEREAS, the Armendariz Order and the Community Engagement Order necessitated the
Monitor to undertake additional duties, obligations and responsibilities over and above those set
forth and contemplated in the Original Contract; and
WHEREAS, the Monitor and the County acknowledged that such additional duties, obligations
and responsibilities on the part of the Monitor would result in the Monitor expending a
substantial amount of additional time, effort, personnel and resources at substantial cost and
expense to the Monitor; and
WHEREAS, in order to provide for the additional scope of services to be provided by the
Monitor pursuant to the Armendariz Order and the Community Engagement Order and to amend
the “Annual Contract Amount” (as such term was defined in the Original Contract) by reason of
such additional scope of services the Monitor and the County entered into that certain First
Amendment to Court-Appointed Monitor Services Agreement, dated as of December 1, 2014
(the “First Amendment”); and
WHEREAS, the Monitor requested that the Contract term for contract year 2014-2015 be
extended for an additional month and the County entered into a Second Amendment to Court-
Appointed Monitor Services Agreement, dated January 31, 2015, such an extension by a further
amendment to the Contract as more particularly described below. (Second Amendment”); and
WHEREAS, without waiving its rights, the County is aware that the Monitor has undertaken
additional actions related to certain alleged contempt allegations; and
WHEREAS, the Monitor and the County wish to amend the budget for the current Contract Year
from $1,725,000 to $3,000,000 as more particularly described below. (Third Amendment” and
together with the Original Contract, collectively, the “Contract”).

AMENDMENT:
For and in consideration of the mutual covenants and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Monitor and the County hereby agree as follows:
1. The first sentence of Section 4(a) of the Contract, captioned Compensation and Method
of Payment, is hereby amended for Contract Year 2015-2016 by adding the following at
the end thereof:
provided, however, that for the period commencing February 12, 2015
and ending February 11, 2016, the Monitor shall be paid in immediately
available U.S. funds an amount not to exceed the sum of three million
and NO/100 Dollars ($3,000,0000) (the “Annual Contract Amount”) for
the stated Contract Year for the payment of the performance of the
Monitor’s services hereunder and the payment of and reimbursement of
the Monitor’s costs and expenses.
2. Except as expressly amended hereby, the Contract is hereby ratified and confirmed and
remains in full force and effect. In the event of any inconsistency between the terms of
the Contract and this Amendment, the terms of this Amendment shall in all cases govern.
From and after the date of this Amendment, all references to “the Contract” or “this
Contract” shall mean the Contract as amended pursuant to this Amendment.
3. The County and the Monitor each represent and warrant to the other that this Amendment
has been duly authorized, executed and delivered by each of them and constitutes the
valid, legal and binding obligation of each of the County and the Monitor, enforceable
against the County and the Monitor in accordance with its terms.
4. Each of the parties acknowledges that it has been or has had the opportunity to be
represented by an attorney in connection with the preparation and execution of this
Amendment. This Amendment shall inure to the benefit of, and be binding upon, the
parties hereto and their respective heirs, personal representatives, successors and
permitted assigns.
5. The Contract, as amended by this Amendment, constitutes the entire agreement between
the parties hereto with respect to the subject matter thereof and the parties’ rights and
obligations relating thereto and the amendments effected hereby and supersedes all prior
discussions, understandings, agreements and negotiations between the parties hereto.
The Contract, as amended by this Amendment, may be further amended only by a written
instrument duly executed by the parties hereto.
6. A determination that any provision of this Amendment is void, unenforceable or invalid
shall not affect the enforceability or validity of any other provision, and any
determination that the application of any provision of this Amendment to any person or to
particular circumstance is illegal or unenforceable shall not affect enforceability or
validity of such provision as it may apply to other persons or circumstances.
7. This Amendment shall be governed, interpreted and enforced under applicable federal
laws and the laws of the State of Arizona.

8. This Amendment may be executed in counterparts, each of which shall be deemed an
original and all of which when taken together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Monitor and the County have caused this Third
Amendment to Court-Appointed Monitor Services Agreement to be executed on their behalf by
their duly authorized representatives as of the date first above written.
WARSHAW & ASSOCIATES INCORPORATED
NOV 04, 2015
BY:________________________
NAME: ROBERT S. WARSHAW
TITLE: PRESIDENT
MARICOPA COUNTY BOARD OF SUPERVISORS
BY: ________________________
NAME: STEVE CHUCRI
TITLE: CHAIRMAN
ATTEST:
BY:_________________________
NAME: FRAN MCCARROLL
TITLE: CLERK OF THE BOARD OF SUPERVISORS
APPROVED AS TO FORM
BY: ____________________________
TITLE: DEPUTY COUNTY ATTORNEY