SERIAL 13068-SS.PDF

C-12- 1 LP-002-4 -00
SOLE SOURCE CONTRACT
SERIAL 13068-SS
This Contract is entered into the 21 day of August, 2013 by and between Maricopa County (County), a political
subdivision of the State of Arizona, and Esri Canada Limited, a Canadian corporation (Contractor) for the purchase
of (i) the subscription license of Contractor's earmarked fully integrated desktop review software in accordance with
the Software License Agreement attached as Exhibit D ("Licensed Software"); (ii) professional services for the
implementation of the Licensed Software Solution in accordance with the Project Implementation Services Schedule
attached as Exhibit H ("Project Implementation Services"); and (iii) applicable maintenance and technical support
services of Licensed Software in accordance with Contractor's Software Maintenance and Support Program
Document attached as Exhibit C as updated by the Contractor from time to time to ensure consistency with changes
to Licensed Software and to enhance Contractor's Software Maintenance and Support Program as a whole provided
however such updates to Exhibit C do not prejudice the maintenance and technical support services benefits
currently available to the County under Contractor's Software Maintenance and Support Program ("Software
Maintenance and Support") all subject to the terms and conditions of this Contract and the documentation attached
and incorporated by reference into this Contract pursuant to Section 6.35 herein. The Licensed Software, Project
Implementation Services and the Software Maintenance and Support are hereinafter collectively referred to as the
"Project Deliverables".
1.0 TERM AND TERM SUBSCRIPTION LICENSES:
1.1 The initial term of this Contract is for a pilot period commencing on the 21" day of August, 2013
("Effective Date") and ending on December 31, 2014 ("Pilot Period").
1.2 The County may, at its option and with the agreement of the Contractor, extend the term of this
Contract beyond the Pilot Period for additional renewal terms provided however that each renewal
term shall be for a period of five (5) years ("Renewal Term") except otherwise mutually agreed
between the parties not to exceed a total of ten (10) years. The County shall notify the Contractor in
writing of its intent to extend the Contract term for a Renewal Term at least thirty (30) calendar days
prior to the expiration of the Pilot Period.
1.3 The Contractor hereby grants the County a Pilot Subscription License of the Licensed Software for
County's use during the Pilot Period. In the event that the County exercises its option for a Renewal
Term of this Contract the Contractor shall grant the County a Standard Use Subscription License of
the Licensed Software for County's use during such applicable Renewal Term.
2.0 INVOICES AND PAYMENTS:
2.1 As consideration for the Contractor's supply of the Project Deliverables described herein during the
Pilot Period ("Pilot Project Deliverables"), County shall pay Contractor the sum(s) stated in Exhibit
44A."
2.2 Payment shall be made upon the County's receipt of a properly completed invoice.
2.3 The Contractor shall submit 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
• Date(s) of invoiced Pilot Project Deliverables
• Description of the applicable Pilot Project Deliverables
• Total Amount Due
2.4 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase
Order.
2.5 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 Website (www.maricopa.gov/finance/vendors).
2.6 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.
2.7 Unless otherwise indicated, Contractor invoices will be paid within 30 days of the date of the invoice.
2.8 County shall reimburse Contractor for allowable expenses set out under Exhibit A for the supply of
the Pilot Project Deliverables in accordance with Exhibit G, Contractor Travel and Per Diem Policy.
3.0 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 TAX: (COMMODITIES)
Tax shall not be levied against labor. Sales/use tax will be determined by County.
5.0 DUTIES:
5.1 The Contractor shall supply the Pilot Project Deliverables stated in Exhibit "B-H", or as otherwise
directed in writing by the Procurement Officer.
5.2 During the Contract term, County shall use commercial reasonable efforts to 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.
6.0 TERMS & CONDITIONS:
6.1 INDEMNIFICATION AND LIMITATION OF LIABILITY:
6.1.1 To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless County, its agents, representatives, officers, directors, officials, and employees
from and against all claims, damages, losses and expenses, including, but not limited to,
attorney fees, court costs, expert witness fees, and the cost of appellate proceedings,
relating to, arising out of, or alleged to have resulted from the negligent acts, errors,
omissions, mistakes or malfeasance relating to the performance of this Contract.
Contractor's duty to defend, indemnify and hold harmless County, its agents,
representatives, officers, directors, officials, and employees shall arise in connection
with any claim, damage, loss or expense that is caused by any negligent acts, errors,
omissions or mistakes in the performance of this Contract by the Contractor, as well as
any person or entity for whose acts, errors, omissions, mistakes or malfeasance
Contractor may be legally liable.

6.1.2 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.
6.1.3 The scope of this indemnification does not extend to the sole negligence of County.
6.1.4 NO LIABILITY FOR CONSEQUENTIAL DAMAGES: TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL
CONTRACTOR OR ITS AUTHORIZED AGENTS BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY,
CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES OF ANY KIND OR
NATURE WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, LOSS OF RECORDS OR DATA OR ANY OTHER
PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE PROJECT DELIVERABLES OR IN CONNECTION WITH THIS CONTRACT,
EVEN IF CAUSED BY CONTRACTOR'S OR ITS AGENTS' NEGLIGENCE OR
EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6.1.5 LIMITS ON LIABILITY: IF FOR ANY REASON, CONTRACTOR BECOMES
LIABLE TO COUNTY OR ANY OTHER PERSON FOR DIRECT OR ANY OTHER
DAMAGES, LOSSES OR EXPENSES FOR ANY CAUSE WHATSOEVER, AND
REGARDLESS OF THE FORM OF ACTION (IN CONTRACT, TORT, STRICT
LIABILITY, OR OTHER THEORY OF LIABILITY), INCURRED IN
CONNECTION WITH THIS CONTRACT OR THE PROJECT DELIVERABLES,
THEN THE AGGREGATE LIABILITY OF CONTRACTOR FOR ALL DAMAGES,
INJURY, AND LIABILITY INCURRED BY COUNTY AND ALL OTHER PARTIES
IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, SHALL NOT
EXCEED THE CHARGES ASSOCIATED WITH THE PROVISION OF PROJECT
DELIVERABLES UNDER THIS CONTRACT.
6.2 INSURANCE REQUIREMENTS:
6.2.1 Contractor, at Contactor'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 A+. In lieu of State of
Arizona licensing, the stipulated insurance may be purchased from a company or
companies, 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.
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. Contactor 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 County reserves the right to request and to receive, within 10 working days, certified
copies of any or all of the herein required insurance policies and/or endorsements.
County shall not be obligated, however, to review such policies and/or endorsements or
to advise Contractor of any deficiencies in such policies and endorsements, and such
receipt shall not relieve Contractor from, or be deemed a waiver of County's right to
insist on strict fulfillment of Contractor's obligations under this Contract.
6.2.7 The insurance policies required by this Contract, except Workers' Compensation„ shall
name County, its agents, representatives, officers, directors, officials and employees as
Additional Insureds,
6.2.8 The policies required hereunder, except Workers' Compensation„ 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.
6.2.9 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, $2,000,000
Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit.
The policy shall include coverage for bodily injury, broad form property damage,
personal injury, products and completed operations and blanket contractual coverage, and
shall not contain any provision which would serve to limit third party action over claims.
There shall be no endorsement or modification of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property damage.
6.2.10 Automobile Liability:
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 $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 under this Contract.
6.2.11 Workers' Compensation:
6.2.11.1 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.
6.2.11.2 Contractor waives all rights against County 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 pursuant to this Contract.
6.2.12 Certificates of Insurance.
6.2.12.1 Prior to commencing work or services under this Contract, Contractor shall have
insurance in effect 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, conditions and limits required by this Contract are in full
force and effect. Such certificates shall be made available to the County upon
ten (10) business days. BY SIGNING THE AGREEMENT PAGE THE
CONTRACTOR AGREES TO THIS REQUIREMENT AND FAILURE

TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION
OF CONTRACT.
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 WARRANTY OF PROJECT IMPLEMENTATION SERVICES:
6.3.1 The Contractor warranties for Project Implementation Services shall be as provided
under Section 7 of the Project Implementation Services Schedule attached as Exhibit H
to this Contract.
6.3.2 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 in
accordance with the Project Implementation Services Schedule. 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.
6.4 PROCUREMENT CARD ORDERING:
The County may determine to use a MasterCard Procurement Card, to place and/or make payment
for orders under the Contract.
6.5 INTERNET COMMUNICATIONS AND ORDERING:
The County may at its option use the Internet to communicate and to place orders under this
Contract.
6.6 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County Office of Procurement Services
Attn: Chief Procurement Officer
320 West Lincoln Street
Phoenix, Arizona 85003
For Contractor:
Esri Canada Limited
12 Concorde Place, Suite 900
Toronto, ON, M3C 3R8
6.7 PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) days prior to the
Contract expiration date. Requests for adjustment in cost of labor and/or materials must be

supported by appropriate documentation. If County agrees to the adjusted price terms, 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.
6.8 TERMINATION FOR CONVENIENCE:
The County reserves the right to terminate the Contract for the County's convenience, in whole or
in part at any time, when in the best interests of the County. 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 for the County's use 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 of the Contract. County shall not be entitled to receive a refund of any subscription
fees paid by County to Contractor prior to the effective date of termination of the Contract for: (i)
any Pilot Subscription License of the Licensed Software; (ii) any Standard Use Subscription
License of the Licensed Software; or (iii) any Software Maintenance and Support.
6.9 TERMINATION FOR DEFAULT:
6.9.1 In addition to the rights reserved in the Contract, a party to this Contract may terminate
the Contract in whole or in part due to the failure of the other party to comply with any
material term or condition of the Contract without cure within 30 days following written
notice of such breach or violation from the other party provided however that such
breach is capable of being cured. In addition to the rights reserved in the Contract, the
County may terminate the Contract in whole or in part due to the failure of the
Contractor to acquire and maintain all required insurance policies, bonds, licenses and
permits, or to make satisfactory progress in performing the Contract according to agreed
upon terms and conditions. The Procurement Officer shall provide written notice of the
termination and the reasons for it to the Contractor.
6.9.2 Upon termination under this paragraph, all goods, materials, documents, data and
reports prepared by the Contractor for the County's use under the Contract shall become
the property of and be delivered to the County on demand.
6.9.3 The County may, upon termination of this Contract, procure, on terms and in the
manner that it deems appropriate, materials or services to replace those under this
Contract. Subject to the limitation of liability provisions under Section 6.1.4 and 6.1.5
of this Contract the Contractor shall be liable to the County for any excess costs
incurred by the County in procuring materials or services in substitution for those due
from the Contractor.
6.9.4 The Contractor shall continue to perform, in accordance with the requirements of the
Contract, up to the date of termination, as directed in the termination notice.
6.10 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. §38-511 the County may cancel this 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.

6.11 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 under this contract.
6.12 ADDITIONS/DELETIONS OF SERVICE:
The County reserves the right to add and/or delete products and/or services provided under this
Contract. If a requirement is deleted, payment to the Contractor will be reduced proportionately to
the amount of service reduced in accordance with the price negotiated between the Contractor and
the County. If additional services and/or products are required from this Contract, prices for such
additions will be negotiated between the Contractor and the County.
6.13 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
create the relationship of employer and employee, partnership, principal and agent, or joint venture
between the County and the Contractor.
6.14 SUBCONTRACTING:
The Contractor is authorized to subcontract to: (a) Starcap Marketing, LLC ("Starcap") in
connection with any Apex professional sketch geo-referencing and verification services and sketch
editing software tools to be utilized or delivered by the Contractor in connection with its supply of
the Project Deliverables; and (b) Tyler Technologies Inc. ("Tyler") in connection with the
acquisition of street front images to be utilized or delivered by the Contractor in connection with
its supply of the Project Deliverables.
6.15 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Materials Management shall be responsible for approving all amendments for County.
6.16 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.16.1 In accordance with section MCI-367 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 longer. 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.
6.16.2 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 County
for the services not so adequately supported and documented.
6.1.6.3 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 claim
submitted by the Contractor by 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. The County hereby warrants that none of the Project
Deliverables priced under Exhibit A of this Contract qualify as disallowed costs at the
time of the County's execution of this Contract.

6.17 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.
6.18 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
6.18.1 By entering into the Contract, the Contractor warrants compliance with the Immigration
and Nationality Act ([NA) and all other U.S. federal immigration laws and regulations
related to the immigration status of its employees performing any activities in the U.S.
related to this engagement. 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.
6.18.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work under this Contract to verify compliance with paragraph
6.19.1 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 department of the Contractor. All costs necessary to verify compliance are the
responsibility of the Contractor.
6.19 AVAILABILITY OF FUNDS:
6.19.1 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 Director 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.
6.19.2 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.
6.20 CONTRACT COMPLIANCE MONITORING:
County shall monitor the Contractor's compliance with, and performance under, the terms and
conditions of this Contract. The Contractor shall upon receipt of reasonable notice from the
County make available for inspection and/or copying by County, all records and accounts relating
to the work performed or the services provided under this Contract.

6.20.1 The applicable provisions of Exhibit H, Project Implementation Services Schedule shall
apply to any of the Project Implementation Services that do not conform with Contract
requirements, County may require the Contractor to perform the services again in
conformity with Contract requirements, at no increase in Contract amount. When the
defects in services cannot be corrected by re-performance, County may:
6.20.2 Require the Contractor to take necessary action to ensure that future performance
conforms to Contract requirements; and
6.20.3 Reduce the Contract price to reflect the reduced value of the services performed.
6.20.4 If the Contractor fails to promptly perform the services again or to take the necessary
action to ensure future performance in conformity with Contract requirements, County
may:
6.20.4.1 By Contract or otherwise, perform the services and charge to the Contractor any
cost incurred by County that is directly related to the performance of such
service; or
6.20.4.2 Terminate the Contract for default.
6.21 STRICT COMPLIANCE:
Acceptance by County of performance not in strict compliance with the terms hereof shall not be
deemed to waive the requirement of strict compliance for all future performance obligations. All
changes in performance obligations under this Contract must be in writing.
6.22 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.
6.23 RIGHTS IN DATA:
The County shall own have the use of all data and reports resulting from this Contract without
additional cost or other restriction except as provided by law. Contractor shall subject to its
confidentiality obligations under this Contract have the right to use such data solely for
demonstration purposes. Each party shall supply to the other party, upon request, any available
information that is relevant to this Contract and to the performance hereunder.
6.24 COMPLETE AGREEMENT:
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.
6.25 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
County Court for the County of Arizona, sitting in Phoenix, Arizona.
6.26 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.

6.27 STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE):
The County is a member of the SAVE cooperative purchasing group. SAVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the SAVE Cooperative Purchasing Agreement, and with the concurrence of the successful
Respondent under this solicitation, a member of $AVE may access a contract resulting from a
solicitation issued by the County. If you do not want to grant such access to a member of $AVE,
please so state in your Exhibit A. In the absence of a statement to the contrary, the County will
assume that you do wish to grant access to this contract.
6.28 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA's):
County currently holds ICPA's with numerous governmental entities throughout the State of
Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase
their requirements under the terms and conditions of the County Contract. Please indicate on
Attachment A, your acceptance or rejection regarding such participation of other governmental
entities.
6.29 CONTRACTOR LICENSE REQUIREMENT:
6.29.1 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 Materials
Management and the using agency of any and all changes concerning permits, insurance
or license.
6.29.2 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 posses 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.
6.30 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.30.1 The undersigned (authorized official signing for the Contractor) certifies to the best of
his or her knowledge and belief, that the Contractor, defined as the primary participant
in accordance with 45 CFR Part 76, and its principals:
6.30.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
6.30.1.2 have not within 3-year period preceding this Contract been convicted of or
had a civil judgment rendered against them for commission of fraud 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;
6.30.1.3 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

6.30.1.4 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.
6.30.2 Should the Contractor not be able to provide this certification, an explanation as to why
should be attached to the Contact.
6.30.3 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.
6.3 1 ORDER OF PRECEDENCE:
6.3.2.1 In the event of a conflict in the provisions of this Contract and Contractor's Software
License Agreement attached as Exhibit D, the terms of the Software License Agreement
shall prevail where it pertains to the use of the software.
6.3.2.2 In the event of a conflict in the provisions of this Contract and Contractor's Software
Maintenance and Support Program Document attached as Exhibit C, the terms of the
Software Maintenance and Support Program Document shall prevail, where it pertains to
the Software Maintenance and Support.
6.3.3.3 In the event of a conflict in the provisions of this Contract and Contractor's Project
Implementation Services Schedule attached as Exhibit H, the terms of the Contract
shall prevail, except that the following sections of the Project Implementation Services
Schedule shall prevail in the event of a conflict: Section 2.3, Section 3 (Acceptance
Testing), Section 4 (Ownership of Intellectual Property Rights), Section 6 (Access to
System), Section 7 (Warranties and Disclaimers), Section 8 (Confidentiality), Section 9
(Change of Scope), and Section 12.3 (Survival).
6.32 INFLUENCE:
As prescribed in MCI-l202 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:
6.32.1 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.
6.32.2 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.
6.32.3 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.
6.33 PUBLIC RECORDS:
County acknowledges and agrees that Exhibit A, Pricing of this Contract shall be 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 after Contract award
and execution, except for such Offers deemed to be confidential by the Office of Procurement
Services and the County and shall not constitute public records open to public inspection. If an
Offeror believes that information in its Offer should remain confidential, it shall indicate as
confidential, the specific information 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. The Records Manager of the Office of Procurement Services shall

determine whether the identified information is confidential pursuant to the Maricopa County
Procurement Code.
6.34 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract.
6.34.1 Exhibit A, Pricing;
6.34.2 Exhibit B, Scope of Work;
6.34.3 Exhibit C, Software Maintenance and Support Program Document (current version);
6.34.4 Exhibit D, Software License Agreement;
6.34.5 Exhibit E, Communications Plan;
6.34.6 Exhibit F, Project Plan;
6.34.7 Exhibit G, Contractor Travel and Per Diem Policy;
6.34.8 Exhibit H, Project Implementation Services Schedule; and
6.34.9 Schedule A to Exhibit H - (Project Change Control Form).
6.35 FORCE MAJEURE:
With the exception of any amounts payable hereunder by County to Contractor, each party shall be
excused from performance under this Contract for any period of time and to the extent that it is
prevented from performing any of its obligations under this Contract, in whole or in part, as a result of
delays caused by any cause, event or circumstance beyond its reasonable control including without
limitation by classification to delays resulting from an act of God, natural disaster, major power
outage, act of government, court order or third party non-performance. Such non-performance will
not be a default under this Contract nor a ground for termination of this Contract so long as the
excused party makes reasonable efforts to remedy, if and to the extent reasonably possible, the cause
for such non-performance.
6.36 NON-SOLICITATION:
During the term of this Contract, and for a period of 1 year thereafter, in order to enable Contractor to
maintain a stable workforce and to operate its business, neither the County nor any of the County's
employees or representatives will solicit or encourage or otherwise direct any of Contractor's
employees or contractors to work elsewhere. Notwithstanding the foregoing, County shall not be
restricted from employing personnel who make unsolicited applications in response to a general
advertisement or genuine public recruitment campaigns.

IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
ESRI CANADA LIMITED:
(CONTRACTOR)
AUTHORIZED SFUNATURE
Douglas Bayley
Chief Financial Officer
PRINTED NAME AND TITLE
/2 Co A/ (--ofz.04_ aq 4e c_ .0 / re_ (?oo, cwrivero
ADDRESS CA-1444 ii Sc! 7izg
Ahatesr 2-/ ?
DATE
MARIC :
AUG 21 2013
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED
A _ AUG 21 2013
Ce--(K
OF THE BOARD DATE
OFFICE OF THE ASSESSOR:
CHIEF/DEPUTY ASSES DATE
APPROVED AS
.TD/J
COUNTY LEGAL COUNSEL

EXHIBIT A
PRICING
SERIAL: 13068-SS
NIGP CODE: 92045
RESPONDENT NAME: Esri Canada Limited
VENDOR NUMBER:
ADDRESS: 12 Concorde Place, Suite 900,
Toronto, Ontario, Canada M3C 3R8
P.O. ADDRESS:
TELEPHONE NUMBER: 416-441-6035
FACSIMILY NUMBER: 416-441-6838
WEB SITE: www.esri.ca
REPRESENTATIVE: Douglas Bayley, CFO
REPRESENTATIVE E-MAIL: dbayley@esri.ca
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS
CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
WILL OFFER REBATE (CASH OR CREDIT) FOR UTILIZING PROCUREMENT CARD:
(Payment shall be made within 48 hours of utilizing the Purchasing Card)
PAYMENT TERMS: RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING.
[X] NET 30 DAYS
CONTRACTOR ELECTIONS UNDER SECTIONS 6.28 AND 6.29 OF THE CONTRACT
SECTION 6.28 - STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE):
Contractor exercising its right pursuant to Section 6.28 of the Contract, elects not to allow members of the $ave Cooperative
Purchasing Group access to this Contract.
SECTION 6.29 -INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA's):
Contractor exercising its right pursuant to Section 6.29 of the Contract, Contractor elects not to allow other governmental
entities participating with County under ICPAs to purchase from this Contract

Maricopa County Assessment Analyst-DTR Pilot Project
# Prooerties 50,000
Component Cost Unit Cost
Assessment Analyst $ 160,000 $ 3.20
Data
Street-Front Image $ 93,500 $ 1.87
Sketch $ 25,135 $ 0.50
Sub-Total $ 278,635 $ 5.57
Professional Services $ 111,365
Expenses $ 20,000
Sub-Total $ 131,365
Total $ 410,000 $ 8.20
Mar icopa County Assessment Analyst-DTR Pilot Project
Milestone Deliverables and Payment Schedule
Completion of Major Deliverable: Target Payment Amount:
date:
Contract Signing Contract Initiation 21-Aug-13 $100,000
Phase I Business Configuration 31-0et-13 $100,000
Phase 2 Installation & Training 15-Dec-13 $130,000
Phase 3 Project Closure Report 19-Dec-14 $60,000
Completion Project Sign Off 31-Dec-14
Total Contract $390,000
The total project cost is $390,000 plus applicable expenses. Expenses (which estimated to be about $20,000) will be billed
separately based on the actual cost and subject to Exhibit G.
Ma ricopa County Assessment Ana lyst-DTR Pilot Project
Services Cost Breakdown by Phase
ty.
Phase Cost Cost
Identification of Pilot Area
Acquisition of Street Front Photos
1
Acquisition of Geo Referencing Layer
Integration of Apex Sketch Tool

Business Process Analysis - Current
Business Process Analysis - Assessment
Analyst DTR $ 33,410 30%
Configuration of Assessment Analyst
DTR Application
2 Installation
Training Maricopa Staff $ 40,100 36%
Technical Support
3 Final Report
Final Closing Presentation $ 21,150 19%
Project Management $ 16,705 15%
Total $ 111,365 100%
Maricopa County Assessment Analyst-DTR Pilot Projec
Expenses Estimate*
Item: # of Occurrences 'Unit cost Cost:
Airfare 8 $1,200 $9,600
Hotel 40 $150 $6,000
Meals (per diem) 40 $50 $2,000
Transportation (Taxi) 8 $100 $800
Car Rental 4 $400 $1,600
Total $20,000
*Subject to Exhibit G
Maricopa County Assessment Analyst-DTR Pilot Projec
Proposed Prices for up to I Million Parcels
* Software subscription with unlimited/concurrent users
* Minimum 5 year contract
* Price based on approximate parcels is: $0.90 per parcel
* Requires an ELA with Esri
* Price per year based on Residential (less than 4 units) dwelling counts
* Subscription includes all maintenance, support and new versions of core
*At minimum the "Core" of Assessment Analyst is the same product/functionality as tested in the pilot project
* If extension happens prior to completion of the pilot then no additional fees or services

* If extension happens after, then anyrequired professional services, configuration etc. will be on top of the
.40c per parcel
* Any specific extra requirement by Maricopa, may require professional services where price would be
determined based on requirements at that time
* Does not include other extensions to Assessment Analyst, example mobile, 3D
* Sketch geo-referencing will be based on below table (Price column)
* Sketch piece volume can be decided and allocated each year
Paper-to-Digital Sketch Creation
Quantity of Sketches Created Price
1 * 25,000 Improved Parcels $1.56
25,001 -100,000 Improved Parcels $1.56
100,001+ Parcels $1.50
Sketch Verification Pricing
Improved Parcel Count Price
I * 100,000 Improved Parcels $0.63
100,001 * 200,000 Improved Parcels $0.60
200,001 * 300,000 Improved Parcels $0.56
400,001 * 1,000,000 Improved Parcels $0.53
1,000,001 + Parcels $0.50
Notes
* The above Prices are exclusive of street-front imagery as the price for street-front imagery was heavily
discounted with our special relationship with the street-front supplier.
* Recommend that Maricopa County either A) goes to RFP for the street-fronts or B) a separated quote could
be supplied by Esri Canada if desired (later when the data is required)
* Market price range for street-fronts is approximately $2.75 - $3.75 per parcel
* Sketch geo-referencing can also be done the same way as street-fronts if desired by Maricopa County