ESRI CANADA SOLE SOURCE CONTRACT.PDF

SOLE SOURCE CONTRACT
SERIAL I3068-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
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.
6.16.3 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 (INA) 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 SAVE 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.
6.31 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 -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:
6.32.1 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 SIG ,1 URE
Douglas ayley
Chief Financial Officer
PRINTED NAME AND TITLE
/2 e22 I 4 c, 4_ ) c 1 9 j1/2,2 /6./rT" o/v7-7,7Q (-0
ADDRESS 64ey /176A Al 3c
MARICOPA COUNTY:
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
OFFICE OF THE ASSESSOR:
CHIEF/DEPUTY ASSESSOR DATE
APPROVED AS TO FORM:
COUNTY LEGAL COUNSEL DATE

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 Save Cooperative
Purchasing Group access to this Contract.
SECTION 6.29 -INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (1CPA'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 1CPAs to purchase from this Contract

Maricopa County Assessment Analyst-DTR Pilot Project
Cost Component
# Properties 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
Maricopa 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 1 Business Configuration 31-Oct-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.
Maricopa County Assessment Analyst-DTR Pilot Project
Services Cost Breakdown by Phase
Phase Task 0/0
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 Project
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 Project
Proposed Prices for up to 1 Million Parcels
* Software subscription with unlimited/concurrent users
* Minimum 5 year contract
* Price based on approximate parcels is: $0.40 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 any required 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 $ .50
Sketch Verification Pricing
Improved Parcel Count Price
1 * 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 stree agery 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

EXHIBIT B
SCOPE OF WORK
Background to Project
Esri Canada's Assessment Analyst - Desktop Review (DTR) software enables an assessor or trained technician to review the
appraisal valuations produced by their CAMA system and detect errors in source data by examining the CAMA data in
conjunction with remotely sensed information including imagery, oblique air photography, bulk collected street front
photography, and geo-referenced building sketches. This enables the assessor to avoid many field trips and perform a more
comprehensive review of the assessment roll, detecting many property improvements and correcting valuations much sooner
than could have been accomplished with conventional field review, while finding missing assessed value and the resulting
property tax.
Through in-depth research, analysis, previous pilot projects and implementation findings, it is clearly demonstrated that the
use of a Desktop Review System will detect the following types of data corrections and amendments to the Assessment Roll:
• Additions
• Outbuildings, including garages
• Pools, decks and other yard improvements
• Grade and classification of structures
• Entire houses
In early summer 2012, Esri Canada presented the Assessment Analyst DTR software, to demonstrate the types of valuation
assessment technologies that can assist the Maricopa County Assessor's Office. Based on the presentation, Esri Canada
obtained sample data set from Maricopa County's CAMA system, on which a Desktop Review "Demo Prototype" was
developed. The "Demo Prototype" was presented jointly between Maricopa County and Esri Canada at the State of Arizona
"Tax Assessors" conference in Flagstaff, on August 31, 2012. At that time, Esri Canada was invited to submit a proposal for
a pilot project using Desktop Review within a selected area of about 50,000 properties in Maricopa County. In March, 2013,
the enhanced DTR "Demo Prototype" software was again presented jointly between Maricopa County and Esri Canada at the
Albuquerque, New Mexico CAMA/GIS Conference.
Project Objectives, Success Factors and Constraints
The Maricopa County Assessor's Office is seeking a truly integrated and robust Assessment Analyst DTR application to
achieve the following goal:
• Growth of the Assessment Tax Base through detection of missing physical construction
• Equitable distribution of the Tax Base based on assessments reflecting current and correct data
• More accurate data to use in Assessment Valuation Models
The Maricopa County Assessment Analyst Pilot Project will be based on a selected area of 50,000 properties. The key
objectives for the pilot project will include:
• To take advantage of the Pictometry imagery already purchased by Maricopa County
• To determine the cost of doing reassessment today using conventional methods
• To determine the cost of doing reassessment using Assessment Analyst DTR
• To demonstrate to internal staff the benefits of the Assessment Analyst DTR technology in their work
• To understand personnel requirements
• To find new tax base, or equitably reapportion the tax base by including newly assessed value
• To budget for full implementation
• To effectively measure and quantify the validity on the use of Assessment Analyst DTR within the County Assessment
Protocols

Project Approach
Esri Canada's approach is to implement and deliver the Assessment Analyst DTR software with the necessary imagery and
sketch data through our business partners. Maricopa County workflows will be established using the Assessment Analyst
DTR based on the dataset that needs to be reviewed. Assessment Analyst DTR software will be installed on site. Training and
ongoing support during throughout the duration of the pilot project will be provided. Final pilot project results with cost-
effective analysis will be prepared and presented at the end of the project.
The project work will be carried out in three phases:
1. Requirement Analysis and Data Acquisition
2. Configuration, Delivery and Training
3. ET'L of Updated data to CMAM, Final Report
Each phase contains specific tasks that are required in order to conduct a successful Assessment Analyst DTR pilot project. A
description of each key item is listed in the table below.
Rein Phase Task Description
1 1 Identification of Work with Maricopa County on the selection of the most appropriate
Pilot Area pilot area
2 1 Acquisition of Street Coordinate with Tyler Technologies on the delivery of the Street-view
Front Photos imaging for the pilot properties
3 1 Acquisition of Geo Coordinate with Apex on the delivery of the sketch geo-referencing and
Referencing Layer change detection thematic map layer for the pilot properties
4 1 Integration of Apex Integrating Apex Sketch Viewing/Editing Tool that works with
Sketch Tool Maricopa County's Sketch versions, into Assessment Analyst
5 1 Business Process Interview Maricopa County key stakeholders to document and publish
Analysis - Current the as-is workflow process for data maintenance and reassessment. This
information will be used as the as-is workflow process for analysis of the
pilot results.
6 1 Business Process Perform requirements analysis, including establishing the requisite data
Analysis and establish new Maricopa County Assessment Analyst workflows
based on the dataset under review.
7 2 Configuration of Configuration of Assessment Analyst software and integration with the
Assessment Analyst required dataset for the pilot area. Requires Extraction, Transfer and
Loading of the data from the CAMA system into Assessment Analyst.
Configuration will be done to Assessment Analyst to handle a small
number of commercial properties within the pilot area.
8 2 Installation Install and deployment of Assessment Analyst software on-site
9 2 Training Maricopa Provide on-site Assessment Analyst use and workflow training for
Staff Maricopa County pilot project team, including production of all
training materials.
10 2 Training Maricopa Provide training to Maricopa County technical staff for level 1 support
Staff on the Assessment Analyst system
11 3 Technical Support Provide on-going level 2 technical support over the duration of the pilot
period
12 3 ETL of Updated Development and deployment of Extraction, Transfer and Loading of
Data to CAMA the updated data (including the updated Sketches) from Assessment
Analyst into the CAMA system.
13 3 Final Report Analyse pilot project results and prepare cost-effective analysis
including post pilot report
14 3 Final Closing Present post pilot presentation and report to Maricopa County On-site
Presentation

Scope Description
The proposed Assessment Analyst implementation will include the following service components:
Project Initiation A Statement of Work and implementation plan will be developed with the Assessor's Office.
Pilot Area Selection A pilot area with 50,000 properties will be selected jointly with the Assessor's Office.
Data Acquisition & Integration Coordinate the acquisition of Pictometry imagery, street level imagery, sketch geo
referencing and change detection for the pilot project.
Business Process Workshop — Conduct a workshop onsite which researches, quantifies and documents the current data
collection and data maintenance protocols in Maricopa County. In addition to conduct a complete review of the valuation
formulas and data element requirements for configuration and implementation of Assessment Analyst.
Assessment Analyst DTR Localization & Configuration Esri Canada's technical team will localize and configure
Assessment Analyst based on the knowledge gathered and specific data, valuation requirements gathered during the Business
Process Workshop. Configuration will be done to Assessment Analyst to handle a small number of commercial properties
within the pilot area.
CAMA Data ETL Technical team will also configure an extract, transfer and load (ETL) of the data from Maricopa's
CAMA into Assessment Analyst.
Deployment & Installation — Technical team will deploy and install Assessment Analyst on Desktop computers using the
hardware supplied by Maricopa.
Acceptance Testing Maricopa's project team will work with Esri Canada to validate the operation of Assessment Analyst
to ensure that it is satisfactory for the purposes of the Maricopa Pilot project.
System Training Train the local pilot project team on the use of Assessment Analyst including applicable Maricopa
workflows and system administrative instruction will be included in the application training schedule and will be conducted
onsite. Training to Maricopa County technical staff will also be provided for level I support on the Assessment Analyst DTR
system.
Technical Support Esri Canada's project team will provide 2 nd level telephone support for throughout the pilot period and
following Maricopa County acceptance of the delivered system.
ETL of Updated Data to CAMA Development and deployment of Extraction, Transfer and Loading of the updated data
(including the updated Sketches) from Assessment Analyst into the CAMA system.
Final Report Esri Canada's project team will extract all analytics, provide a report out both in written and presentation
formats to Maricopa staff &/or Management on the quantified results of the project.
Project Schedule
Task Description Target Start Date Target End Date
Project Initiation Aug 21, 2013 Sep 27, 2013
Phase 1 - Requirement Analysis and Data Acquisition Sep 16, 2013 Oct 15, 2011

Phase 2 - Configuration, Delivery and Training Sep 23, 2013 Dec 15, 2013
Phase 3 - ETL of Updated data to CAMA, Final Report Dec 15, 2014 Dec 19, 2014
Project Closure Dec 15, 2014 Dec 31, 2014
Deliverables
Phase/Task Description Deliverables Target Date
Project Initiation 1. Contract Sign Aug 21, 2013
2. Detail Project Statement of Aug 30, 2013
Work
3. Project Management Plan Sep 13, 2013
4. Kick-off Meeting Sep 16, 2013
5. Sign off on Detail SOW and Sep 27, 2013
Project Plan
Phase 1: Pilot Area Selection A pilot area with 50,000 properties July 31, 2013
will be selected jointly with the
Assessor's Office.
Phase 1: Business Process Workshop Conduct a workshop onsite which Sep 27, 2013
researches, quantifies and
documents the current data
collection and data maintenance
protocols in Maricopa County. In
addition, the team will conduct a
complete review of the valuation
formulas and data element
requirements for configuration and
implementation of Assessment
Analyst.
Phase 1: Data Acquisition & Integration Coordinate the acquisition of Oct 15, 2013
Pictometry imagery, street level
imagery, sketch georeferencing and
change detection for the pilot
project.
Phase 2: Assessment Analyst DTR Localization Esri Canada's technical team will Nov 15, 2013
& Configuration localize and configure Assessment
Analyst based on the knowledge
gathered and specific data,
valuation requirements gathered
during the Business Process
Workshop. Configuration will be
done to Assessment Analyst to
handle a small number of
commercial properties within the
pilot area.
Phase 2: CAMA Data ETL Configure an extract, transfer and Nov 15, 2013
load (ETL) of the data from
Maricopa's CAMA into
Assessment Analyst.
Phase 2: Deployment & Installation Deploy and install Assessment Dec 2, 2013
Analyst on Desktop computers
using the hardware supplied by
Maricopa.

Phase 2: System Training Train the local pilot project team Dec 4, 2013
on the use of Assessment Analyst
including applicable Maricopa
workflows and system
administrative instruction will be
included in the application training
schedule and will be conducted
onsite. Training to Maricopa
County technical staff will also be
provided for level 1 support on the
Assessment Analyst DTR system.
Phase 2: Acceptance Testing Maricopa's project team will work Dec 7, 2013
with Esri Canada to validate the
operation of Assessment Analyst to
ensure that it is satisfactory for the
purposes of the Maricopa Pilot
project.
Phase 3: Go Live and Support Esri Canada's project team will Dec 16, 2014
provide 2nd level telephone
support for throughout the pilot
period and following Maricopa
County acceptance of the delivered
system
Phase 3: ETL of Updated Data to CAMA Development and deployment of Dec 15, 2014
Extraction, Transfer and Loading
of the updated data (including the
updated Sketches) from
Assessment Analyst into the
CAMA system.
Phase 3: Final Report Esri Canada's project team will Dec 19, 2014
extract all analytics, provide a
report out both in written and
presentation formats to Maricopa
staff 8,:lor Management on the
quantified results of the project.
Project Closure Project Sign Off Dec 31, 2014
Assumptions
In developing the project approach and cost estimates Esri Canada took the following assumptions into account:
1111 Project management status meetings will be conducted monthly. These may be conducted via conference call, unless
otherwise specifically requested by the Assessor's Office.
• Project status reports will be delivered monthly by Esri Canada project manager to the project team in an agreed
electronic format.
211 Joint project team information sessions will be conducted at key project milestones when project team members are
scheduled to be on-site.
• Unless otherwise specifically requested by the Assessor's Office, a total of 3 trips are planned for the duration of the
project.

• Workflow items and timelines to be configured into the system as part of the localization process will be finalized
prior to completion of the technical review.
• Training will be conducted to a maximum of seven persons per training program. End user to be trained will be
familiar with the business process model and the Assessment Analyst DTR system implementation project.
• For the purpose of developing data migration scripts, the client is responsible for providing data in a structured
database or spreadsheet format, for both spatial and non-spatial data.
• The client is responsible for validating and cleansing their data sources in terms of the data integrity, i.e. consistency
of key identifiers between data sources. Esri Canada assumes this will be completed before the CAMA data ETL
process will take place.
• The client is responsible for extracting the required data out of the CAMA system for the 50,000 pilot properties.
Esri Canada team will be responsible for transforming the data and loading them into the Assessment System.
• Esri Canada team will be responsible for extracting the updated data (including the sketches) from the Assessment
System; the client will be responsible to loading them into the CAMA system.
• Any spatial data identified as 'required' in the technical or functional requirements, and during the technical review
must be available in a readable, GIS format. For example, parcels should be closed polygons and have an ID (e.g.,
PIN), etc.
• The Assessment Office will be responsive in reviewing documents, testing and providing feedback and signing off
within the time allocated. Three to five days has been assumed adequate for document review and interim testing,
for the purpose of developing the project plan. If additional time is required, Esri Canada and the Assessor's Office
must agree on reasonable time and the plan will be adjusted accordingly.
• The Assessor's Office will provide the necessary resources for the requirements gathering and testing stages of the
project when required. As these events need to happen in a timely and structured manner, the Assessor's Office and
Esri Canada will need to reschedule and workshops or planned sessions to ensure required personnel are available.
Project Management Plan
Communications Plan
The Communications Plan lists names and contact information for the primary project stakeholder required to facilitate
communication and project reporting. A Communications Plan template is included in Exhibit and will be completed
during project initiation and details the nature of the communication required (meeting, written report, conference call, etc.),
the frequency, the level of detail, and any sign-off requirements that may result.
Quality Plan
The Quality Plan defines how and when the QC/QA techniques will be applied, and the Quality Records that will be
maintained. It is prepared and owned by the project managers. A Quality Plan will be used as a means to ensure project
planning documents meet the quality requirement and to act as a vehicle for capturing pertinent project information.
Quality Control techniques to be employed on the project include:
• Team walkthrough of requirements and design documents
• Technical reviews
• Development team testing
• User acceptance testing
Quality records to be maintained for this project include:

• Deliverable approvals
• Walkthrough minutes
• Issues Log
• Change Request
• Test Plan
• Client satisfaction survey
Project Control and Administration
Status and Progress Reporting
Internal Bi-weekly project manager status meetings will be held to stay informed regarding current and upcoming project
activities and issues. Project team members and stakeholders will be invited as appropriate. A draft agenda will be provided
to the participating team members prior to each scheduled meeting and minutes will be documented and distributed on the
following business day. Status meetings will be held via conference call unless otherwise agreed to by the Project Managers.
Monthly Progress Reports will be provided to the Customer Project Manager within 5 business days following the end of the
previous month.
Issue Tracking
An issue reporting and tracking format will be agreed upon prior to acceptance testing.
A web-based software application may be used for tracking Esri Canada related project issues. Following is a brief
description of the OnTime application. It is expected that the project team will work together to formalize all communication
plans including issues tracking during the Project Initiation phase.
Esri Canada has integrated OnTime software into its project implementation life cycle. OnTime is a secure web-based defect
and issue tracking application by Axosoft. The application allows project team members (authorized subscribers from the
Customer, Esri Canada, and other third party subscribers) to create and track the resolution of defect and issue incidents as
they become apparent during the implementation. When the issues, logged through OnTime, are found to be defects in
requirements gathering or work products, the on-time feedback creates an opportunity to formulate corrective action before
making and/or accepting the final deliverables.
The application makes it possible to scrutinize changes to workflow prior to discovering problems later in the project life
cycle which typically call for more expensive corrective actions. OnTime has configurable defect and issue tracking features
as well as effective tools to support communication and reporting of project issues and status.
Project Acceptance
This last phase of the project implementation entails the review of project commitments to ensure that all deliverables stated
in the Scope of Work and subsequent design documentation have been met and the system performs as expected in the
production environment. Esri Canada and "Customer" will meet to finalize the project and to confirm on-going technical
support requirements and transition plan. The County's project team will also be provided with a short Service Level Survey
providing Esri Canada with feedback on the quality of professional services delivered. This survey assists Esri Canada to
continuously improve its provision of professional services to customers for future projects. Lastly, Esri Canada's Project
Manager will provide "Customer" with a Post Project Acceptance Report which serves to document and acknowledge the
project's completion.

EXHIBIT C
SOFTWARE MAINTENANCE AND SUPPORT PROGRAM DOCUMENT
Overview
The purpose of this Software Maintenance Program document is as follows:
• Describe Esri Canada's software maintenance benefits
• Describe the services provided by Esri Canada Technical Support
• Provide Esri International User Conference registration information
• Describe Esri's Product Life Cycle Support Policy
When you subscribe to Esri Canada Software Maintenance, you will receive the newest version of Esri software upon release
and have access to Esri Canada Technical Support. You will always have the latest Esri technology to keep your GIS
workflows running smoothly.
Esri Canada Software Maintenance includes:
• New releases, patches and software updates to keep your Esri products current
• Technical Support from skilled and experienced analysts
• Complimentary registration to the annual Esri International User Conference, where applicable
• An opportunity to preview and test software prior to general release
• Typically, software maintenance for the first year is included when you purchase a new product license. After the
first year, you can renew your maintenance subscription annually.
Maintenance for Multiple Licenses
If you have multiple licenses of a particular software product, you can save on software maintenance with Esri's two-tiered
primary and secondary maintenance subscriptions. Primary and secondary maintenance applies to both concurrent use and
single use software licenses.
To find out whether the Esri software product you purchased offers maintenance and to see a listing of the accompanying
benefits, visit the Web site below and select a product. All products are listed alphabetically.
http://www.esri.com/apps/products/ma intenance/qua I ify ing.cfm

Software Maintenance Benefits
Esri Canada's Software Maintenance Program is a cost-effective, comprehensive program that includes technical support,
software updates and many other benefits. Typically, maintenance for the first year is automatically included when you
purchase a qualifying software product license.
When you participate in the software maintenance program, you receive the newest version of Esri software automatically
upon release at no charge. This allows you and your organization to keep up with the latest software technology
developments, take advantage of usability improvements and manage software licenses more easily.
Being part of the Esri Canada Software Maintenance Program provides you with:
• New Software Releases - New software releases are automatically available for download to all customers who are
current on maintenance. These releases contain feature enhancements, new functionality and technology, and
provide improved performance.
• Technical Support — Esri Canada's technical support team provides customers with nationwide access to expert
staff for technical and functional assistance through unlimited email or telephone support.
• Hot Fixes - In some cases where an issue is determined to be a software defect that impacts critical workflows, Esri
will evaluate the issue to determine if a hot fix outside of the standard service pack and release cycle is warranted.
• Customer Care Portal — Download software, manage licenses, track User Conference and training registrations.
• Free Registration to the Annual Esri User Conference - Most Esri software licenses include a complimentary
registration to the annual Esri International User Conference. View the Registration Guidelines to see if you qualify.
• Software Service Packs - Service packs are minor feature maintenance releases, generally released quarterly and
available via the Web or DVD upon request. They address issues with the software that have been reported by users
or uncovered through Esri's own investigations.
• Patches - Patches can be single fixes or a set of related fixes in a specific functional area of the software and are
available via the Web. Once a patch is released, it is incorporated into subsequent service pack releases.
• Beta Community - Participating in beta programs allows you to learn new software features and functionality, test
your workflows and prepare for upcoming updates. By working with peers, you can explore innovative solutions
and develop best practices. Additionally, the feedback you provide through your participation in the beta program
informs Esri's software development teams of required and suggested changes that strongly influence the final
released product. Customers can find the Beta Community at https://betacommunity.esri.com/home.html
To find out whether the Esri software product you purchased offers maintenance and to see a listing of the accompanying
benefits, visit the Web site below and select a product. All products are listed alphabetically. Please note: Complimentary
User Conference registrations apply to standard pricing maintenance subscriptions only and may not apply to other certain
maintenance subscription agreements.
h ://www.esri.com/a • • s/sroducts/maintenance/qualifying.cfm
Primary Maintenance
Many Esri products offer a two-tiered maintenance program structure. If you have more than one license of a particular
software product, such as Arclnfo, you can take advantage of the two-tiered maintenance program that offers primary and
secondary maintenance options.
Primary and secondary maintenance is offered for both concurrent use and single use software licenses, primarily for ArcGIS
Desktop core software and ArcGIS Desktop extensions.
Primary maintenance includes 12 months of technical support for one authorized caller and updates for one license. Primary
maintenance is applicable to the first software license. The first of every 10 Desktop licenses (ArcInfo, ArcEditor and
ArcView) and/or its extensions that you purchase is considered a primary license (i.e., copies 1, 11, 21, 31 and so on).
An authorized caller is an individual designated by the customer who can contact Esri Canada to request technical assistance
(e.g., to report software problems or request assistance with software use

Secondary Maintenance
Secondary maintenance offers many of the advantages of primary maintenance and is available at a lower cost. With
secondary maintenance, you receive software updates and technical support assistance through the software license covered
under primary maintenance. This allows you to install and use software updates sent to your organization to update the
software license covered under primary maintenance, and request technical support assistance through the registered
authorized caller at your site.
Secondary maintenance is only available if the pre-requisite primary license(s) is current in maintenance. Up to nine
secondary software maintenance options can be purchased for each primary maintenance option. Secondary maintenance
options do not include complimentary Esri International User Conference registrations or documentation updates.
Maintenance Renewal and Expiration
Esri Canada will notify the licensee when maintenance subscriptions are scheduled to expire and will mail a quote to the
licensee. If the licensee does not submit payment prior to the termination date, then that license maintenance term will expire.
Technical support will be extended for an additional thirty (30) days and the licensee will no longer be eligible to receive any
software updates released after the license maintenance term has expired.
Any other maintenance activities that are contingent on a current maintenance subscription will also be terminated.
If a purchase order or payment is received during the extended 30-day technical support period, all benefits will be reinstated.
However, if no order or payment is received, the licensee will no longer be able to receive technical support and the license
maintenance subscription will be considered to have expired. Maintenance program subscriptions can be purchased on an
annual basis in advance of the maintenance program subscription period attributed to such subscription purchase.
Maintenance program subscription fees are due and payable annually in advance of the applicable maintenance program
subscription period for which the licensee shall be entitled to receive maintenance and support on the basis of such payment.
Payment terms will be Net 30 Days.
Upon receipt of the maintenance program subscription fees, Esri Canada ensures the engagement and allocation of its
maintenance program resources and personnel in advance of the purchased maintenance program subscription period and in a
manner as to ensure that maintenance and support shall be available to licensee for the purchased maintenance program
subscription period. All maintenance program subscription fees are therefore deemed liquidated upon Esri Canada's
engagement and/or allocation of its maintenance program resources and personnel for the purchased maintenance program
subscription period.
If multiple software products have been licensed throughout the course of a year by one customer, separate maintenance
quotes for each product are not issued. Instead, the maintenance anniversary date for each license is prorated to the
anniversary date of the first product licensed with maintenance. All licensed Esri software products offering a maintenance
subscription are synchronized to reflect a common maintenance start and end date, regardless of when each was first licensed.
These prorated dates will be reflected on the maintenance renewal quote.
If maintenance has lapsed, the amount of back maintenance from the date maintenance lapsed, in addition to the current fees,
will be required to be paid to reinstate maintenance.
Technical Support
Authorized callers can avail of the following services offered through the Esri Canada Technical Support program:
Unlimited Telephone and Email Support

Esri Canada Technical Support services are available from 8 a.m.-7 p.m. EST, Monday-Friday, by telephone (877-441-0337),
fax (416-441-6838), email (support(/lesri.ca ) or online (http://www.esri.ca/support) . Esri Canada holidays are excluded.
Secure Live Remote Support
If you prefer a more hands-on approach to resolving your incident, a technical support representative is equipped with remote
support tools to assist you. Each member of the Support Services staff can directly view your system using the secure NTR
Support or Live Meeting tools to find an expedient solution to your problem.
Support Portal
The Support Portal allows you to track and manage your support incidents and log new issues online. You can view current
status, last activity and resolution information for all your interactions with Esri Canada Technical Support. The Support
portal is available 24/7/365 and can be found at: esri.ca/portalitechsupport.
Esri Online Support Center
The Esri Online Support Center is a dynamic Web site that communicates new technical information to the Esri user
community through updated product documentation, blog posts, technology announcements and more. The Esri Online
Support Center can be found at: support.esri.com .
Knowledge Base
The extensive text-based knowledge base provides easily accessible solutions to technical questions. An advanced search
engine enables you to rapidly search the entire knowledge base for the information you need. To access the knowledge base:
• Go to support.esri.com
• View the resources under the Knowledge Base section
User Forums
The Esri user forums are intended to provide you with a place to discuss your software questions with your peers. This is a
helpful venue to ask questions and share knowledge about technical details and techniques for accomplishing tasks. To access
the user forums:
• Go to support.esri.com
• Click on Forums under the Community section
Web Help
Web-based help is an up-to-date version of the help system that was shipped with the product. New information is added and
existing topics are updated as necessary. To access Web help:
• Go to support.esri.com
• Click on Web-based Help under the Knowledge Base section
Product Documentation
Documentation includes how-tos, FAQs, tutorials, tips and tricks, functionality matrixes, best practices and updates on Esri's
past and current products. To access product documentation:
• Go to support.esri.com
• Click on Product Documentation under the Knowledge Base section
As well, Esri Canada has created FAQs and tutorials from common questions posed by our clients. To view these articles,
visit the Self-Service area: esri.ca/support.
Hot Fixes
In some cases where an issue is determined to be a software defect, Esri Canada understands that workflows at times prevent
customers from waiting for the next software release or service pack. We do have the capacity to address some software
defects outside the standard release cycle in a software patch or hot fix. In these cases, Esri Canada has a framework in place
for consistent evaluation of critical client issues to determine the appropriate course of action.
Response Time
Esri Canada endeavours to provide a response to customers within eight hours of their logging a support request. The
problem may not necessarily be solved within that time frame; however, it means that dialogue between the support analyst
and customer has begun, whether that is for obtaining data, more information, or an initial contact to then research the
problem further.

Issue Resolution
Esri Canada uses reasonable commercial efforts to attempt to provide a resolution or workaround within an acceptable time
frame. However, Esri Canada does not provide a guarantee to do so. Problem resolution times can vary depending on the
type and complexity of the problem. In all cases, the analysts attempt to resolve the problem as quickly as possible. In many
cases, suggestions are offered within a few hours. If a question requires research or configuration of hardware/software, the
resolution time will lengthen to a few days. On rare occasions, it may take longer.
Issue Escalation
Esri Canada's Technical Support group escalates suspected software bugs and highly complex problems to Esri. These calls
continue to be managed by the Esri Canada Technical Support group. Customers do not have direct contact with the Esri
specialists. Escalation is at the discretion of the Esri Canada Technical Support group. Although Esri will make reasonable
efforts to repair software errors, it will not provide a guarantee to do so.
Software Enhancements
Esri Canada welcomes suggestions for enhancements to Esri software and will ensure all suggestions are forwarded to Esri.
Suggestions will be considered for the next release, but are not guaranteed to be included in a future release. Esri has
established the ArcGIS Ideas Web site, where you can contribute your ideas to Esri and have the community discuss and vote
on those ideas. Visit the ArcGIS Ideas Web site at: http://ideas.arcgis.com/
Modified Software
Esri Canada cannot support modified software. Sample applications that ship with each product respectively are provided for
demonstration purposes and are considered unsupported. Patches received outside a product's life cycle deliverables are
considered unsupported.
Hardware and Peripherals
Technical assistance through Esri Canada's technical support services is not available for hardware, graphic cards, monitors,
plotters, graphic printers, digitizers, modems and other similar peripherals, except to answer questions of how standard
support devices interface with Esri software.
Non-installation of Software Patches, Updates and Hot fixes Required for Product Support Purposes
Software patches, updates and hot fixes will be provided by Esri Canada to the user for product support purposes when
warranted depending on cycle phase. For certain support issues as determined at Esri Canada's discretion and duly
communicated to the user, Esri Canada's ability to meet its technical support contractual obligations to the user shall be
dependent on or conditional upon the user's installation of such software patches, updates and hot fixes delivered by Esri
Canada. In such cases failure by the user to install the required patch, hot fix or update of the license software shall relieve
Esri Canada of its applicable technical support contractual obligations to the user.

Esri International User Conference Registration
Complimentary conference registrations are offered as part of certain standard Esri Canada software maintenance programs.
If your maintenance is current (paid up-to-date), you may be eligible for complimentary conference registrations. See the
Product Qualification page to find out if your product qualifies.
Complimentary registrations are offered under Esri Canada's standard commercial and standard federal maintenance
programs. These registrations may be offered based on rules different from the ones stated below for nonstandard
maintenance programs, Enterprise License agreements (ELA) and any customized contracts. Specifically, the rules for
registration information for federal government contracts and educational site license contracts differ from contract to
contract. These rules also do not apply to licenses and maintenance contracts that are part of the Esri Partner Network.
Complimentary registrations are nontransferable. Esri reserves the right to make changes to these rules and policies without
prior notice.
Maintenance for ArcGIS extension software and secondary maintenance for any software (except for ArcView and
ArcEditor) do not include any entitlement for complimentary registrations. Only the standard maintenance programs
explicitly stated on the Product Qualification page provide this benefit.
In the case of ArcView and ArcEditor (Single Use and Concurrent Use Licenses), the total number of maintenance
subscriptions is considered to determine eligibility regardless of maintenance type (i.e., primary or secondary). For example,
in the case of ArcView Concurrent Use Licenses, a customer will receive an Esri User Conference registration for every 15
licenses covered by maintenance regardless of how many of these 15 licenses are covered by primary maintenance. In other
words, both primary and secondary licenses count toward the i5-license requirement.
Staging Server Licenses and Esri Developer Network (EDN) Licenses do not qualify for a complimentary registration.
Esri Canada reserves the right to withhold complimentary registrations from customers who are substantially in arrears with
Esri Canada.
A separate registration form must be submitted for each person who plans toattend the conference.
Registrations are assigned complimentary status in the order they are received. If the installation number listed on the
registration form does not meet the above guidelines, or if the number of attendees from each site exceeds the number of
complimentary registrations available, necessary registration fees apply.
Presenting a paper, submitting a poster or software application, or having other involvement with the conference does not
automatically exempt you from Esri User Conference fees. All presenters must register and pay the appropriate fees (or
maintenance) to attend the conference.
A list of your primary/first and secondary licenses can be found on your annual software maintenance invoice.
Esri Product Life Cycle Support Policy
The Product Life Cycle Policy is designed to communicate to Esri users the software and technical support resources
available during a product's life span and to provide advance notification of changes to available support options.
This document outlines the 4 different phases of Esri's Product Life Cycle. Having the knowledge about and understanding
of Esri's Product Life Cycle Plan will help you develop your product plans, including your migration and transition strategies.
To view Product Life Cycle information for a specific product, follow this link and select the product:
http://supportesri.com/en/content/productlifecycles

Note: This plan does not impact a user's right or ability to use any of the software products; it only applies to the availability
of software and technical support resources.
Product Life Cycle Phases and Support Definitions
The life cycle of Esri's software products, online services and data products has four phases:
• General Availability
• Extended
• Mature
• Retired
Please consult the applicable section for software products, online services and data products to understand the software and
technical support resources available during a product's life span and to provide advance notification of changes to available
support options.
Definition of Software Support
• Software patches, updates and hot fixes will be provided for product support or enhancement purposes when
warranted depending on cycle phase.
• New environment certification—when a major new version of an operating system, database or Web server is
released during the General Availability phase of an Esri product, Esri will test this new environment with the
General Availability release and provide test result information on its online resource center.
Definition of Online Service Support
• Services hosted by ArcGIS Online
• Services are actively updated and maintained.
• New environment certification---when a major new version of ArcGIS is released during the General Availability
phase, Esri will test it with the General Availability services and provide test result information on its online support
center.
Definition of Technical Support
• Phone support will be available between 8 a.m. and 7 p.m. (EST) Monday through Friday
• Support can be requested via Web, fax and e-mail 24/7.
• Access to online support resources knowledge base, supported environment, downloads and community content,
such as user forums, galleries, ArcGIS Ideas and wiki.GIS.com
Transition Announcements
Esri will announce product life cycle support transitions on its online resource center. At each new release of a product, Esri
will reevaluate the life cycle phase of the product's previous versions and announce the status of the previous versions in the
Product Life Cycle section of the resource center Web site. Esri may also announce transitions outside of a specific release
event.
Life Cycle Support Status for Esri Products
The current life cycle support status for all Esri software products can be found at:
http://resources.arcgis.com/content/product-life-cycles

Esri Product Life Cycle Support Phases — Software Products
The software products life cycle plan is designed to communicate to Esri users when Esri software products are no longer
updated or are being retired. Having the knowledge about and understanding of these life cycle plans will help you develop
your product plans, including your migration and transition strategies.
Esri Product Life Cycle Support Phases — Software Products
General Availability
Phone support
Web Email Fax Extended Support
Online Support Centre • Phone support Mature Support
Patches / Hot Fixes Web / Email Fax Phone support
New environment Online Support Web / Email / Fax Retired
certification Centre Online Support • No longer available
Patches / Hot Fixes Centre for purchase
No certification 12 months till Online Support
Retired Centre only
No Patches / Hot No phone / Web /
Fixes email / fax support
No certification No Patches / Hot
Fixes
No certification
General Availability Phase
• General Availability software products are currently shipping products.
• General Availability products are fully supported.
• We encourage users to begin all new projects with General Availability products and move existing applications to
these products as soon as possible.
Extended Phase
• The Extended phase of a product version usually starts three months after a new major release of that product has
become generally available, unless otherwise stated. For example, ArcGIS 9.3.1 would move to the Extended phase
three months after the release of ArcGIS 10.
• Existing customers contemplating moving/updating their environment should also consider an Esri product update
as appropriate. Customers with products in the Extended phase are encouraged to start planning their move to a
General Availability product.

Mature Phase
• An Extended phase product moves to the Mature phase when a new major release of the product becomes available,
unless otherwise stated. This general rule does not apply to all products. In particular, products that do not have
frequent updates (e.g., ArcInfo) may enter the Mature phase even when no new version has been released.
• The Mature phase will last 12 months from the date of announcement, unless otherwise stated, to provide users with
enough time to move their environment. Customers with products in the Mature phase should be actively updating
their applications to General Availability products.
Retired Phase
• After 12 months in the Mature phase or at a previously announced time, a product will be retired and will enter the
Retired phase.
• Once a product enters the Retired phase, the product will no longer be available for purchase.
• Users will no longer have access to technical support through direct phone, fax, chat or email request. Email
requests posted through the online support center will not be answered.
• Although the online information will remain available to users, this information will not be updated. Users,
however, will be able to browse existing documents.
• Typically, products in the Retired phase will not work correctly in new environments. Esri will not attempt to either
determine whether a Retired product will work in a new environment or actually make it work in a new
environment.
Esri Product Life Cycle Support Phases — Online Services
The online services life cycle plan is designed to communicate to Esri users when ArcGIS Online Services are no longer
updated or are being retired. Having the knowledge about and understanding of these life cycle plans will help you develop
your product plans, including your migration and transition strategies.
Esri Product Life Cycle Support Phases — Online Services
General Availability
Phone support
Web / Email / Fax Extended Support
Online Support Centre • Phone support Mature Support
Services maintained Web Email / Fax • Phone support
New environment Online Support • Web / Email ' Fax Retired
certification Centre Online Support • Services have been
Services no Centre removed from
maintained 6 months notice ArcGIS Online
No certification Services not • Services are no
maintained longer available or
No certification supported
General Availability Phase
• An online service is in the General Availability phase as soon as it is live.
• Before services are moved to the Extended phase, at least six months' notice will be given.
Extended Phase
• When an online service previously in the General Availability phase is no longer being updated, the Extended phase
starts.
• Esri reserves the right to change the URL to these services with at least six months' notice.
• Before services are moved to the Mature phase, at least six months' notice will be given.

Mature Phase
• Once an online service has been in the Extended phase for at least six months and a projected retirement date has
been determined, the service is moved to the Mature phase.
• At least six months notice will be given for services moving from the Mature phase to the Retired phase.
Retired Phase
• Services have been removed from ArcGIS Online, and the services are no longer available or supported.
Esri Product Life Cycle Support Phases — Data Products
The data products life cycle plan is designed to communicate to Esri users when Esri data products are no longer updated or
are being retired. Having the knowledge about and understanding of these life cycle plans will help you develop your product
plans, including your migration and transition strategies.
Esri Product Life Cycle Support Phases — Data Products
General Availability
• Phone support
Web / Email / Fax Extended Support
Online Support Centre • Not applicable Mature Support
New environment • Not applicable
certification Retired
3 months • No longer available
for purchase
Online Support
Centre
No phone support
No Web / Email /
Fax
No certification
General Availability Phase
• General Availability data products are currently shipping products.
• General Availability products are fully supported.
• We encourage users to begin all new projects with General Availability products and updating existing applications
to these products as soon as possible.
Retired Phase
• A data product is in the Retired phase three months after the general availability of a new version, unless otherwise
stated. General Availability products are the currently shipping products.
• Once a product enters the Retired phase, the product will no longer be available for purchase.
• Users will no longer have access to technical support through direct phone, fax, chat, or email request. Email
requests posted through the online support center will not be answered.
• Although the online information will remain available to users, this information will not be updated. Users,
however, will be able to browse existing documents.
• Typically, products in the Retired phase will not work correctly in new environments. Esri will not attempt to either
determine whether a Retired product will work in a new environment or actually make it work in a new
environment.

Contacting Esri Canada
Technical Support
Tel: Toll Free (800) 441-0337 or Locally (416) 441-0337
Fax: (416) 441-6838
support@esri.ca
www.esri.ca/support
Hours: 8 a.m. to 7 p.m. (EST) Monday through Friday, except on Esri Canada holidays
Customer Care (Software orders & Maintenance processing)
Tel: Toll Free (800) 447-9778 or Locally (416) 441-6035
Fax: Toll Free (866) 625-4577 or Locally (416) 441-0681
customercare@esri.ca
www.esri.ca
Hours: 8 a.m. to 5 p.m. (EST) Monday through Friday, except on Esri Canada holidays
Corporate Offices
12 Concorde Place, Suite 900
Toronto, ON M3C 3R8
Tel: (416) 441-6035
Fax: (416) 441-6838
info@esri.ca
www.esri.ca
Hours: 8 a.m. to 5 p.m. (EST) Monday through Friday, except on Esri Canada holidays

EXHIBIT D
SOFTWARE LICENSE AGREEMENT
ARTICLE 1—DEFINITIONS
Definitions. The terms used are defined as follows:
a. "Authorization Code(s)" means any key, authorization number, enablement code, login credential, activation code,
token, account user name and password, or other mechanism required for use of a Licensed Product.
b. "Commercial Application Service Provider Use" or "Commercial ASP Use" means generating revenue by providing
access to Software through a website or Internet web application that enables third parties to access and use a
Licensee-developed application that uses Software, for example, by charging a subscription, service, or any other
form of transaction fee or by generating more than incidental advertising revenue.
c. "Data" means any Esri Canada or third-party digital dataset(s) including, but not limited to, geographic vector data,
raster data reports, or associated tabular attributes, whether bundled with Software and or delivered independently.
d. "Documentation" means all printed and digital materials delivered with the Software that are designed to guide
Licensee in how to use the Licensed Products, including, but not limited to, help files, user reference documentation,
and training documentation or technical information and briefings.
e. "Incident" means a failure of the Software to operate according to the Documentation where such failure
substantially impacts operational or functional performance.
f. "Maintenance and Support" means Tier 2 Support, updates, and patches provided by Esri Canada for the Software.
g. "Ordering Document(s)" means a sales quotation, purchase order, or other document identifying the Licensed
Products that Licensee orders.
h. "License Type(s)" means the various types of Term Licenses defined in Section 1 of the Exhibit 1- Scope of Use
document under which the Software may be ordered by or offered to the Licensee.
i. "Licensed Product(s)" means Software, Data and Documentation licensed under the terms of this License
Agreement.
"Software" means all or any portion of Esri Canada's proprietary software technology, excluding Data, accessed or
downloaded from an Esri Canada-authorized website or delivered on any media in any format including backups,
updates, service packs, patches, hot fixes, or permitted merged copies.
k. "Term License" means a license provided for use of a Licensed Product for a limited time period ("Term") or on a
subscription or transaction basis.
"Technical Support" means a process to attempt to resolve reported Incidents through error correction, patches, hot
fixes, workarounds, replacement deliveries, or any other type of Software, Data, or Documentation corrections or
modifications specified in the most current applicable Esri Canada software maintenance policy available on the Esri
Canada website at www.esri.ca as modified by Article 9.11.
m. "Territory" means that geographical location(s) or territory specified in the Ordering Document where the Licensee
is authorized to use the Licensed Products.
n. "Tier 1 Help Desk" means Licensee point of contact from which all Tier 1 Support will be provided by Licensee to
its users in Licensee's organization.

o. "Tier 1 Support" means the Technical Support provided internally by the Licensee's Tier 1 Help Desk as the primary
contact to users of the Licensed Product in attempted resolution of reported Incidents.
p. "Tier 2 Support" means the Technical Support provided by Esri Canada to the Tier 1 Help Desk of Licensee when
an Incident cannot be resolved internally by Licensee through the Tier 1 Support.
ARTICLE 2—INTELLECTUAL PROPERTY RIGHTS AND RESERVATION OF OWNERSHIP
Licensed Products are licensed, not sold. Esri Canada and its licensors own Licensed Products and all copies, which are
protected by Canadian and applicable international laws, treaties, and conventions regarding intellectual property and
proprietary rights including trade secrets. Licensee agrees to use reasonable means to protect Licensed Products from
unauthorized use, reproduction, distribution, or publication. Esri Canada and its third-party licensors reserve all rights not
specifically granted in this License Agreement including the right to change and improve Licensed Products.
ARTICLE 3—GRANT OF LICENSE
3.1 Grant of License. Esri Canada grants to Licensee a personal, nonexclusive, nontransferable license solely to use the
Licensed Products as set forth in the applicable Ordering Documents (i) for which the applicable license fees have been
paid; (ii) for Licensee's own internal use; (iii) in accordance with this License Agreement, the user configuration and
License Type ordered by Licensee or as authorized by Esri Canada; (iv) for the applicable Term subject to the
termination provision under Article 5; and (v) in accordance with the scope of use requirements set out under Article 4
below and Sectionsl and 2 of the Exhibit 1- Scope of Use document.
3.2 Evaluation Licenses. Licensed Products acquired under an Evaluation License are intended for evaluation and testing
purposes only and not for commercial use. Any such use is at Licensee's own risk, and the Licensed Products do not
qualify for Esri Canada maintenance.
ARTICLE 4—SCOPE OF USE
4.1 Permitted Uses
a. For Licensed Products delivered, Licensee may
1. install and store Licensed Products on electronic storage device(s);
2. Make archival copies and routine computer backups;
3. Install and use a newer version of Software concurrently with the version to be replaced during a reasonable
transition period not to exceed six (6) months, provided that the deployment of either version does not exceed
Licensee's licensed quantity; thereafter, Licensee shall not use more Software in the aggregate than Licensee's
total licensed quantity; and
4. Move the Software in the licensed configuration to a replacement computer; and
5. Install and use the Software and any associated Authorization Codes in accordance with the license use
requirements and configuration of the applicable License Type.
b. Licensee may use, copy, or prepare derivative works of Documentation supplied in digital format and thereafter
reproduce, display, and redistribute the customized documentation only for Licensee's own internal use. Portions of
Documentation supplied in digital format merged with other software and printed or digital documentation are subject to
this License Agreement. Licensee shall include the following copyright attribution notice acknowledging the proprietary
rights of Esri Canada and its licensors; "Portions of this document include intellectual property of Esri Canada and its
licensors and are used herein under license. Copyright 0 [Licensee will insert the actual copyright date(s) from the
source materials] Esri Canada and its licensors. All rights reserved."
c. Consultant or Contractor Access. Subject to Section 3.1, Esri Canada grants Licensee the right to permit Licensee's
consultants or contractors to use the Licensed Products exclusively for Licensee's benefit. Licensee shall be solely
responsible for compliance by consultants and contractors with this License Agreement and shall ensure that the
consultant or contractor discontinues Licensed Product use upon completion of work for Licensee. Access to or use of
Licensed Products by consultants or contractors not exclusively for Licensee's benefit is prohibited.

4.2 Uses Not Permitted. Except to the extent that applicable law prohibits or overrides these restrictions, or as provided
herein, Licensee shall not
a. Sell, rent, lease, sublicense, lend, assign, or time-share Licensed Products;
b. Use for Commercial ASP Use or service bureau purposes;
c. Use Software, Data, or Documentation for a site or service and operate the site or service for profit or generate
revenue through direct or indirect methods (e.g., advertising or by charging for access to the site or service);
d. Redistribute Software, Data, or Documentation to third parties, in whole or in part, including, but not limited to,
extensions, components, or DLLs; or
e. Redistribute Authorization Codes;
f. Reverse engineer, decompile, or disassemble Licensed Products;
g. Make any attempt to circumvent the technological measure(s) that controls access to or use of Licensed Products;
h. Use Licensed Products in violation of Esri Canada's or a third party's rights, including intellectual property rights,
privacy rights, nondiscrimination laws, or any other applicable law or government regulation;
i. Remove or obscure any Esri Canada (or its licensors') patent, copyright, trademark, proprietary rights notices, and/or
legends contained in or affixed to the Licensed Product, Licensed Product output, metadata file, or online and/or
hard-copy attribution page of any Data or Documentation delivered hereunder;
j. Unbundle or independently use individual or component parts of Software or Data;
k. Incorporate any portion of the Software into a product or service that competes with the Software; or
m. Use, incorporate, modify, distribute, provide access to, or combine any computer code provided with the Software in
a manner that would subject such code or any part of the Software to open source license terms, which includes any
license terms that require computer code to be (i) disclosed in source code form to third parties, (ii) licensed to third
parties for the purpose of making derivative works, or (iii) redistributable to third parties at no charge.
ARTICLE 5—TERM AND TERMINATION
This License Agreement is effective upon acceptance. Licensee may terminate this License Agreement or any Licensed
Product license at any time upon written notice to Esri Canada. Either party may terminate this License Agreement or any
license for a material breach that is not cured within ten (10) days of written notice to the breaching party, except that
termination is immediate for a material breach that is impossible to cure. Upon termination of the License Agreement, all
licenses granted hereunder terminate as well. Upon termination of a license or the License Agreement, Licensee will (i) stop
accessing and using affected Licensed Product(s); and (ii) uninstall, remove, and destroy all copies of affected Licensed
Product(s) in Licensee's possession or control, including any modified or merged portions thereof, in any form, and execute
and deliver evidence of such actions to Esri Canada. Termination of this License Agreement or any Licensed Product license
shall not prevent either party from pursuing all available legal remedies, nor shall such termination relieve Licensee's
obligation to pay all fees that are owed.
ARTICLE 6—LIMITED WARRANTIES AND DISCLAIMERS
6.1 Limited Warranties. Except as otherwise provided in this Article 6, Esri Canada warrants for a period of
ninety (90) days from the date Esri Canada issues the Authorization Code enabling use of Software that (i) the unmodified
Software will substantially conform to the published Documentation under normal use and service and (ii) media on which
Software is provided will be free from defects in materials and workmanship.
6.2 Special Disclaimer. DATA, SAMPLES, HOT FIXES, PATCHES, UPDATES PROVIDED ON A NO-FEE BASIS,
AND EVALUATION SOFTWARE ARE DELIVERED "AS IS" WITHOUT WARRANTY OF ANY KIND.
6.3 Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A
NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (i) THE INTERNET IS NOT A SECURE
INFRASTRUCTURE, (ii) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND (iii) NONE OF THE
PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE
PERFORMANCE OR DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE
REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE
SOFTWARE.

6.4 General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTIES, ESRI CANADA AND ITS
LICENSORS DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NONINFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS. ESRI CANADA DOES NOT WARRANT THAT LICENSED PRODUCTS
WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED,
ERROR FREE, FAULT-TOLERANT, OR FAIL-SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL BE
CORRECTED. PRODUCTS ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN
ENVIRONMENTS OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR PHYSICAL
PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT LICENSEE'S OWN RISK AND COST.
6.5 Exclusive Remedy. Licensee's exclusive remedy and Esri Canada's entire liability for breach of the limited warranties set
forth in this Article 6 shall be limited, at Esri Canada's sole discretion, to (i) replacement of any defective media; (ii) repair,
correction, or a workaround for Software subject to the Esri Canada Maintenance Program, as applicable; or (iii) return of
the license fees paid by Licensee for Software that do not meet Esri Canada's limited warranty, provided that Licensee
uninstalls, removes, and destroys all copies of Software or Documentation and executes and delivers evidence of such actions
to Esri Canada.
ARTICLE 7—LIMITATION OF LIABILITY
7.1 Disclaimer of Certain Types of Liability. ESRI CANADA AND ITS LICENSORS SHALL NOT BE LIABLE TO
LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST
SALES, OR BUSINESS EXPENDITURES; INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY
GOODWILL; OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF
OR RELATED TO THIS LICENSE AGREEMENT OR USE OF LICENSED PRODUCTS, HOWEVER CAUSED ON
ANY THEORY OF LIABILITY, WHETHER OR NOT ESRI CANADA OR ITS LICENSORS HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7.2 General Limitation of Liability. EXCEPT AS PROVIDED IN ARTICLE 8 INFRINGEMENT INDEMNITY, THE
TOTAL CUMULATIVE LIABILITY OF ESRI CANADA HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY
KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE
AMOUNTS PAID BY LICENSEE FOR THE LICENSED PRODUCTS THAT GIVE RISE TO THE CAUSE OF ACTION.
7.3 Applicability of Disclaimers and Limitations. Licensee agrees that the limitations of liability and disclaimers set forth
in this License Agreement will apply regardless of whether Licensee has accepted Licensed Products or any other product or
service delivered by Esri Canada. The parties agree that Esri Canada has set its fees and entered into this License Agreement
in reliance on the disclaimers and limitations set forth herein, that the same reflect an allocation of risk between the parties,
and that the same form an essential basis of the bargain between the parties. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE FOREGOING WARRANTIES, LIMITATIONS, AND EXCLUSIONS MAY NOT BE VALID IN SOME
JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S
JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR
DISCLAIMED. ESRI CANADA DOES NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY
EXTENT NOT PERMITTED BY LAW.
ARTICLE 8—INFRINGEMENT INDEMNITY
8.1 Esri Canada shall defend, indemnify, and hold Licensee harmless from and against any loss, liability, cost, or expense,
including reasonable attorneys' fees, that Licensee incurs as a result of any claims, actions, or demands by a third party
alleging that Licensee's licensed use of Software infringe a Canadian or US patent, copyright, or trademark, provided
a. Licensee promptly notifies Esri Canada in writing of the claim;
b. Licensee provides documents describing the allegations of infringement;

c. Esri Canada has sole control of the defense of any action and negotiation related to the defense or settlement of any
claim; and
d. Licensee reasonably cooperates in the defense of the claim at Esri Canada's request and expense.
8.2 If Software are found to infringe a Canadian US patent, copyright, or trademark, Esri Canada, at its own expense, may
either (i) obtain rights for Licensee to continue using the Software or (ii) modify the allegedly infringing elements of
Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license
shall terminate, and Licensee shall cease accessing infringing and shall uninstall and return to Esri Canada any infringing
item(s). Esri Canada's entire liability shall then be to indemnify Licensee pursuant to Section 8.1 and (i) refund the perpetual
license fees paid by Licensee for the infringing items, prorated on a five (5)-year, straight-line depreciation basis beginning
from the initial date of delivery, and (ii) for term licenses and maintenance, refund the unused portion of the fees paid.
8.3 Esri Canada shall have no obligation to defend Licensee or to pay any resultant costs, damages, or attorneys' fees for any
claims or demands alleging direct or contributory infringement to the extent arising out of (i) the combination or integration
of Software or with a product, process, or system not supplied by Esri Canada or specified by Esri Canada in its
Documentation; (ii) material alteration of Software by anyone other than Esri Canada or its subcontractors; or (iii) use of
Software after modifications have been provided by Esri Canada for avoiding infringement or use after a return is ordered by
Esri Canada under Section 8.2.
8.4 THE FOREGOING STATES THE ENTIRE OBLIGATION OF ESRI CANADA WITH RESPECT TO
INFRINGEMENT OR ALLEGATION OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY
THIRD PARTY.
ARTICLE 9—GENERAL PROVISIONS
9.1 Future Updates. New or updated Licensed Products and subscription renewals will be licensed under the then-current
Esri Canada license terms and conditions. Updated versions of the license terms and conditions will be available from Esri
Canada or included with a quote.
9.2 Export Control Regulations. Licensee expressly acknowledges and agrees that Licensee shall not export, re-export,
import, transfer, or release Licensed Products, in whole or in part, to (i) any Canadian or US embargoed country; (ii) any
person on the US Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the US
Commerce Department's Denied Persons List, Entity List, or Unverified List; or (iv) any person or entity or into any country
where such export, re-export, or import violates any Canadian, US, local, or other applicable import/export control laws or
regulations including, but not limited to, the terms of any import/export license or license exemption and any amendments
and supplemental additions to those import/export laws as they may occur from time to time.
9.3 Taxes and Fees, Shipping Charges. License fees quoted to Licensee are exclusive of any and all taxes or fees,
including, but not limited to, sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs, and shipping and handling
charges.
9.4 No Implied Waivers. The failure of either party to enforce any provision of this License Agreement shall not be deemed
a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
9.5 Severability. The parties agree that if any provision of this License Agreement is held to be unenforceable for any reason,
such provision shall be reformed only to the extent necessary to make the intent of the language enforceable.
9.6 Successor and Assigns. Licensee shall not assign, sublicense, or transfer Licensee's rights or delegate Licensee's
obligations under this License Agreement without Esri Canada's prior written consent, and any attempt to do so without
consent shall be void. This License Agreement shall be binding on the respective successors and assigns of the parties to this
License Agreement. Notwithstanding, a government contractor under contract to the government to deliver Licensed
Products may assign this License Agreement and Licensed Products acquired for delivery to its government customer upon
written notice to Esri Canada, provided the government customer assents to the terms of this License Agreement.
9.7 Survival of Terms. The provisions of Articles 2, 5, 6, 7, 8, and 9 of this License Agreement shall survive the expiration
or termination of this License Agreement.

9.8 Equitable Relief. Licensee agrees that any breach of this License Agreement by Licensee may cause irreparable damage
and that, in the event of such breach, in addition to any and all remedies at law, Esri Canada shall have the right to seek an
injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of
posting a bond or proving injury as a condition for relief.
9.10 Governing Law, Arbitration
a. Governing Law. This License Agreement shall be governed by and construed in accordance with the laws of the State of
Arizona (excluding any conflict of laws rule or principle that might refer such construction to the laws of another
jurisdiction) and shall be treated, in all respects, as an Arizona contract. This License Agreement shall not be governed
by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly
excluded. Either party shall, at the request of the other, make available documents or witnesses relevant to the major
aspects of the dispute.
9.11 Maintenance and Support. Maintenance and Support is included in the applicable fees for any Term License ordered
by the licensee with exception of Evaluation Licensees which does not qualify for Maintenance and Support. Maintenance
and Support includes benefits specified in the most current applicable Esri Canada software maintenance policy available on
the Esri Canada Esri Canada website at www.esri.ca as modified by this Article 9.11.
a. Tier 1 Support Provided by Licensee
(1) Licensee shall provide Tier 1 Support through the Tier I Help Desk to all Users.
(2) The Tier 1 Help Desk shall use analysts fully trained in the Software they are supporting.
(3) At a minimum, Tier 1 Support shall include those activities that assist the user in resolving how-to and operational
questions as well as questions on installation and troubleshooting procedures.
(4) Tier 1 Support analysts shall be the initial points of contact for all questions and Incidents. Tier 1 Support analysts
shall obtain a full description of each reported Incident and the system configuration from the user. This may include
obtaining any customizations, code samples, or Data involved, if applicable to the Incident. The analyst may also
use any other information and databases they may develop to satisfactorily resolve Incidents.
(5) If the Tier 1 Help Desk cannot resolve the Incident, an authorized Tier 1 Help Desk individual may contact Esri
Canada for Tier 2 Support. The Tier I Help Desk shall provide support in such a way as to minimize repeat calls and
make solutions to problems available to users.
(6) Licensee may assign up to the number of Tier 1 Help Desk individuals listed in Section 3 of the Exhibit 1 - Scope of
Use document. Said individuals shall be fully identified under the Exhibit 1 - Scope of Use document and will be the
only individuals authorized to contact Esri Canada directly for Tier 2 Support.
b. Tier 2 Support Provided by Esri Canada
(I) Esri Canada shall log the calls received from the Tier 1 Help Desk individuals.
(2) Esri Canada shall review all information collected by and received from Tier I Help Desk individuals including
preliminary documented troubleshooting provided by Tier 1 Help Desk when Tier 2 Support is required.
(3) Esri Canada may request that Tier 1 Help Desk individuals provide verification of information, additional
information, or answers to additional questions to supplement any preliminary information gathering or troubleshooting
performed by Tier 1 Help Desk.
(4) Esri Canada shall attempt to resolve the Incidents submitted by Tier 1 Help Desk by assisting the Tier 1 Help Desk
individuals and not the Licensee's users.

(5) When the Incident is resolved, Esri Canada shall communicate the information to the Tier I Help Desk individuals,
and the Tier I Help Desk shall disseminate the resolution to the Licensee's users.
(7) Esri Canada may at its sole discretion, make patches, hot fixes, or updates available for downloading from the E r
Canada web site or deliver them on media.
c. Additional Training - Notwithstanding any implementation training available to Licensee from Esri Canada,
Licensee may through the Ordering Document order additional Esri Canada training available for the Licensed Product after
such implementation training is over. Evaluation Licenses do not qualify for Esri Canada training.
9.12 Feedback. Esri Canada may freely use any feedback, suggestions, or requests for Licensed Product improvements that
Licensee provides to Esri Canada.
9.13 Patents. Licensee may not seek, and may not permit any other user to seek, a patent or similar right worldwide that is
based on or incorporates any Esri Canada technology or services. This express prohibition on patenting shall not apply to
Licensee's software and technology except to the extent that Esri Canada technology or services, or any portion thereof, are a
part of any claim or preferred embodiment in a patent application or a similar application.
9.14 Entire Agreement. This License Agreement, including its incorporated documents, constitutes the sole and entire
agreement of the parties as to the subject matter set forth herein and supersedes any previous license agreements,
understandings, and arrangements between the parties relating to such subject matter. Additional or conflicting terms set forth
in any purchase orders, invoices, or other standard foul' documents exchanged during the ordering process, other than
product descriptions, quantities, pricing, and delivery instructions, are void and of no effect. Any modification(s) or
amendment(s) to this License Agreement must be in writing and signed by each party.

ATTACHMENT A
SCOPE OF USE
SOFTWARE TERMS OF USE
This Software Terms of Use Addendum sets forth the terms of Licensee's use of Software and takes precedence over
conflicting terms of the License Agreement.
SECTION 1—SOFTWARE LICENSE TYPES
Software may be offered under the following license types as set forth in the applicable sales quotation, purchase
order, or other document identifying the Licensed Products that Licensee orders:
"Evaluation License" means a Term License provided for use of the Licensed Product in a non-production
environment, for the sole purpose of internally evaluating the Licensed Product and for a limited time period
specified in the Ordering Document not exceeding thirty (30) days ("Trial Period").
"Pilot Subscription License" means a Term License provided for Licensee's authorized use of the Licensed
Product on a subscription basis for the purpose of Licensee's pilot project for implementation of the Licensed
Product and for the term period specified in the Ordering Document.
"Standard Use Subscription License" means a Term License provided for Licensee's use of the Licensed Product
as authorized under Licensor's standard scope of use requirements on an annual subscription basis for a term period
specified in the Ordering Document.

SECTION 2—TERMS OF USE FOR SPECIFIC SOFTWARE
Unless otherwise noted in the applicable Ordering Document, extensions to Software follow the same scope of use
as that granted for the corresponding Software. Specific Software is subject to the terms of use set forth in the notes
referenced below:
Software - Assessment Analyst Basic (2D)
License Type License Type Parcel Additional Scope of Use Notes
Count/Usage Limits
Pilot 50,000 parcels See Notes 1, 2, 3, 6 and 7 below
Subscription
License
Standard Use 1,000,000 parcels See Notes 1, 3 and 6 below.
Subscription
License
Evaluation See Notes 4 and 5 below.
License
Notes:
1. Licensee is authorized to install the Software on multiple servers and workstations under the control of Licensee
in the Territory during Term License.
2. Upon expiration of Pilot Subscription License any further use of the Software is not permitted unless Licensee
has ordered a Standard Use Subscription License.
3. Esri Canada and its licensors reserve the right to conduct an audit of Licensee's use of the Software. Licensee
will provide reasonable assistance and access to information regarding Licensee's use of the Software. Audit
results may be reported to Esri Canada's licensors.
4. Software does not qualify for Esri Canada maintenance and support during Trial Period.
5. Licensee is only authorized to install the Software on one (1) workstation under the control of Licensee in the
Territory during the Trial Period.
6. Licensee shall be entitled to receive available Esri Canada Maintenance and Support for the Software during the
subscription period.
7. Esri Canada acknowledges that the Licensee shall receive a Pilot Subscription License upon execution of the
License Agreement. Any additional License Types required by the Licensee shall be ordered through an
Ordering Document.
Bundled 3rd Party Products
Product Name Licensor Additional Scope of Use Requirements and Notes
Apex Starcap 1. Starcap is a third-party beneficiary of Esri Canada's rights under the License
Viewing/Sketch Marketing, Agreement with respect to the Apex Viewing/Sketch editing tools embedded
editing tools LLC. in the Software but is not a party hereto.
("Starcap") 2. Starcap's professional sketch geo-referencing and verification services for
Apex software applications or products may be ordered by Licensee through
Esri Canada under separate agreement.

Add On 3rd Party Products
Product Name Licensor Additional Scope of Use Requirements and Notes
SECTION 3- TIER I HELP DESK AUTHORIZED INDIVIDUALS
Licensee is authorized to designate [ ] Tier 1 Help Desk authorized individuals for Tier 2 Support.
Substitutes/Changes to Tier 1 Help Desk authorized individuals may be made by written notice to Esri Canada.
Name:
Address:
Phone:
Fax:
E-mail:
2. Name:
Address:
Phone:
Fax:
E-mail:
3. Name:
Address:
Phone:
Fax:
E-mail:
4. Name:
Address:
Phone:
Fax:
E-mail:_
5. Name:
Address:
Phone:
Fax:
E-mail:

EXHIBIT E
COMMUNICATION PLAN
Project Communications and Reporting Plan
I. Purpose
Throughout the project, it will be important to communicate actively:
• within the core project
• to the project sponsors
• to the project executive
• to interested stakeholders
This communication plan is intended to establish the planned communication to assure appropriate information
sharing, visibility and co-operation by communicating status and news about the project to all appropriate
stakeholders. It describes:
I. The communications rules that are to be applied
2. The organizational communications map
2. Confidential and Sensitive Information
Some information may be confidential or sensitive to the project itself or to certain persons, organizations or
companies within the project. Reasonable care should be taken when communicating or circulating such information
(e.g. mark documents as confidential if they contain sensitive information). If in doubt regarding sensitive
information, please consult the Project Manager prior to distributing potentially sensitive information.
During the project, the client may provide confidential information for the purposes of development and testing.
The fields/data that are confidential will be identified to the recipients so the team has a clear understanding of the
confidential data.
3. Communications Reply Protocol
To keep the project schedule and communications on track and current, communications need to be answered in a
timely manner. It is expected that when you receive an email from another project team member that you as soon as
possible and no later than 48 hours after receiving the message. Phone messages should be replied to within 24
hours or as soon as possible.
Documents submitted for review and comments are expected to be ready for review within 5 days or less, as
mutually agreed with the submitter.
4. Meeting Schedule
Various project meetings will be scheduled on a regular basis. The meeting originator will be responsible for
authoring and publishing &/or distributing meeting minutes within 48 hours of the meeting. Within Esri Canada,
meeting minutes and issues logs will be published on the internal project portal site. Maricopa County will store
minutes within a location accessible to all Maricopa County project staff.
Meeting/Purpose , Attendees Originator Frequenc I, / Duration
Project status meeting Required: Mar copa PM, Esri ESRI PM / Maricopa PM Bi-weekly / 45 minutes -
Canada PM, hr.
Purpose: Report Esri Canada Technical Lead,
project status and work Maricopa Tech Lead
progress, review action
items, raise issues, Optional: Maricopa Sponsor,
round table Maricopa Subject Matter

Expert(s),
Esri Canada & Required: Esri Canada Esri Canada PM Bi-weekly /30 minutes
subcontractors status Technical Lead, Tyler PM,
meeting Apex PM, Esri Canada PM
Purpose: Track work Optional: Esri Canada PD,
progress, review Maricopa PM
action items, raise
issues
Esri Canada technical Required: Technical Lead, Esri Canada PM Weekly/ 30 minutes
core team status Esri Canada PM
meeting
Optional: Esri Canada PD
Purpose: Track work
progress, review
action items, raise
issues
Project Steering Required: Maricopa Esri Canada PM Monthly
Committee meeting Sponsor(s), Maricopa PM, Esri
Canada PD, Esri Canada PM
Purpose: review
standard monthly Optional: Tyler PM, Apex PM
project report,
communicate current
issues, risk, progress
Ad hoc development Required: Esri Canada Esri Canada Tech Lead or As required. Anticipated
scrum Technical Lead and Esri Canada PM during lead up to `go-live'
Developers date
Purpose: prepare for
go-live Optional: Esri Canada PM
5. Project Status Reports
Renort Frequency Author Circulation
Esri Canada Customer Status Bi-Weekly Esri Canada PM Esri Canada Steering
Report (including issues Committee, Esri Canada PD,
reporting, risk reporting and Esri Canada Professional
change request review/approval Services Manager, Maricopa
discussions) PM, Maricopa Sponsors,
Maricopa Steering
Committee,
Esri Canada Internal Status Monthly Esri Canada PM Esri Canada Steering
Report Committee, Esri Canada
(including issues reporting, risk Account Manager, Esri
reporting and change request Canada Professional Services
review/approval discussions) Manager

6. Project Governance
• Provides strategic guidance, approvals,
major decisions
• Provide resources as needed
• Review project progress
• Meet monthly or as needed
• Overall project management, project
monitoring, control, resource management,
and project budgets
• Status reporting to project sponsor and
steering committee
• Technical Leads and Business Leads
• Working Team
• Business process knowledge
• Empowered to make process and design
decisions; hands-on configuration
• Subject Matter Experts (SME)
• Provide specific insights and expertise for
particular operations
• Participate in design walkthrough sessions as
required
• Participate in configuration testing as required

EXHIBIT F
PROJECT PLAN
(To be jointly developed during project initialization phase)

EXHIBIT G
CONTRACTOR TRAVEL AND PER DIEM POLICY
1.0 Al! contract-related travel plans and arrangements shall be prior-approved by the County Contract
Administrator.
2.0 Lodging, per diem and incidental expenses incurred in performance of Maricopa County/Special District
(County) contracts shall be reimbursed based on current U.S. General Services Administration (GSA)
domestic per diem rates for Phoenix, Arizona. Contractors must access the following internet site to
determine rates (no exceptions): www.gsa.gov
2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be
reimbursed. They should be included in the contractor's hourly rate as an overhead charge.
2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or
incidentals.
3.0 Commercial air travel shall be reimbursed as follows:
3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when
preapproved in writing by the County Contract Administrator as a result of the business need of
the County when there is no lower fare available.
3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the
time of contract signing) will be reimbursed. Under no circumstances will the County reimburse
for airfares related to transportation to or from an alternate site.
3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air
travel.
4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the
trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the
same travel period will not be permitted without prior written approval by the County Contract
Administrator.
4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the
contractor. The County will not reimburse contractor if the contractor chooses to purchase these
coverage.
4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle
is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain
pre-approval in writing from the County Contract Administrator prior to rental of a larger vehicle.)
4.3 County will reimburse for parking expenses if free, public parking is not available within a
reasonable distance of the place of County business. All opportunities must be exhausted prior to
securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH;
shuttles, etc. that can transport the contractor to and from County buildings with minimal costs.
4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking
will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from
the airport.
4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s)
or other any transportation costs.
5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre-
approved by the County Contract Administrator. These costs include (but not limited to) the following: in-
room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel,

fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees,
and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not
reimbursable.
6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in
individual contracts

EXHIBIT H
PROJECT IMPLEMENTATION SERVICES SCHEDULE
This Project Implementation Services Schedule ("Implementation Services Schedule) provides the terms and
conditions for Project Implementation Services to be performed by Contractor under the Contract.
1. Definitions
The defined terms of the Contract shall apply to this Implementation Services Schedule save as otherwise
defined below:
1.1 "Contract" means the County Sole Source Contract (Serial No.13068-SS) between County and Contractor and
to which this Implementation Services Schedule is attached as Exhibit H.
1.2 "Services" means the Project Implementation Services as outlined in the Scope of Work document attached
as Exhibit B to the Contract ("Scope of Works") that are to be rendered by Contractor to the County, including any
other services that Contractor and County may agree upon as extras to or amendments of this Implementation
Services Schedule.
2. Professional Services
2.1 County hereby retains Contractor to perform the Services upon terms and conditions contained in this
Implementation Services Schedule. The Services shall commence on Commencement Date specified in the Scope
of Work. This Implementation Services Schedule shall remain in effect until terminated in accordance with Section
10.
2.2 As part of the Services, Contractor will provide to the County such user needs consulting professional
services as agreed upon by the parties and indicated in the description of Services contained in Scope of Work. The
Scope of Work sets out the time schedule and specifications for the provision of the Services.
2.3 County acknowledges that Contractor's performance of the Services is dependent in part on County's actions
and that any dates or time periods relevant to the performance of the Services by Contractor shall be appropriately
extended to account for any delays resulting from County's failure to perform any of its obligations pursuant to this
Implementation Services Schedule. Furthermore, if such failure remains uncorrected after the reception by County
of a notice with respect to any such failure, Contractor may charge County all reasonable costs and charges
sustained or incurred by Contractor (at Contractor's then current per diem rates) for additional time and materials
expended by Contractor as a result of any delay(s) associated with such failure.
2.4 County will confirm with Contractor the schedule of date(s) for any workshop or analysis ("Event") at least
six (6) weeks in advance of the date the Event is to commence. Requests for any change or revision to the agreed
date received by Contractor less than three (3) weeks prior to the date the Event is to commence may entitle the
Contractor to issue a Change Request pursuant to Section 9 of this Implementation Services Schedule for any
additional rescheduling costs occasioned or resulting from such County change to the agreed scheduled date.
3. Acceptance Testing
3.1 Contractor shall use reasonable commercial efforts to develop and deliver the Services in accordance with the
time schedule and specifications set out in the Scope of Work. Contractor shall deliver to County the accompanying
documentation and any other additional instructions pertaining to the Services. Contractor shall notify County in
writing that the Services or any portion thereof, is ready for acceptance testing or County approval. County shall
have the period(s) of time as specified in the Scope of Work or any other time period mutually agreed between the
parties (the "Acceptance Testing Period") to inspect and evaluate the Services or any portion thereof delivered to
County. Contractor shall meet the reasonable requests of County for telephone advice and assistance in connection
with the County's acceptance testing of the Services.

3.2 If prior to the end of the Acceptance Testing Period, County completes the acceptance testing of the
Services, it shall provide immediate written notice of such completion to Contractor. However, if during the
Acceptance Testing Period County notifies Contractor in writing of any significant functional or technical
deficiency or deficiencies in the Services or any portion thereof (a "Deficiency Notice"), Contractor shall use
commercially reasonable efforts to correct such deficiency or deficiencies within the period of time specified in the
Statement of Work, if any, or provide an alternative timeline if the correction is deemed to require more than such
specified period. A "significant functional or technical deficiency" refers to any deficiency that renders the Services
or any portion thereof inoperable or otherwise materially non-complying as provided for by the specifications in the
Statement of Work. In such event, the Acceptance Testing Period shall be extended for the applicable period of time
and the provisions of this section 3.2 shall re-apply.
3.3 County shall be deemed to have accepted the Services or any portion thereof on the earlier of the following
dates (the "Acceptance Date"): (a) the date of provision by County of a written notice to Contractor specifying that
County has reviewed and accepted the Services; or (b) the expiry date of the applicable Acceptance Testing Period;
or (c) the date that any portion of the Services delivered by Contractor is put into production or operation use by the
County or under the authority of the County whether or not the County has certified its acceptance of such Services.
3.4 With respect to any document deliverable provided by the Contractor under this Implementation Services
Schedule ("Document Deliverable"), Contractor will notify County in writing that the Document Deliverable is
ready for County's approval and the following acceptance requirements shall apply:
The parties agree that there shall be no more than two (2) iterations to a Document Deliverable unless otherwise
mutually agreed between the parties;
a) County shall have five (5) business days from receipt of the Document Deliverable or such other time
period mutually agreed between the parties ("Acceptance Review Period") to inspect and evaluate the Document
Deliverable;
b) Before the end of the Acceptance Review Period, County shall provide written notice of completion of
inspection of the Document Deliverable;
c) If during the Acceptance Review Period, County notifies Contractor in writing of any deficiencies in the
Document Deliverable, Contractor will provide a revised Document Deliverable within five (5) business days or
such other time period mutually agreed between the parties;
d) County shall have five (5) business days from receipt of the revised Document Deliverable to re-inspect
and re-evaluate the revised Document Services; and
e) County shall be deemed to have accepted the Document Deliverable on the earlier of the following dates:
(i) the date of provision of written notice by County to Contractor that County has reviewed and accepted the
Document Deliverable; or (b) the expiry date of the applicable Acceptance Review Period.
4. Ownership of Intellectual Property Rights
4.1 The parties acknowledge that any and all title and interest in the intellectual property rights to the Services
created or supplied by or on behalf of the Contractor pursuant to this Implementation Services Schedule remains that
of Contractor or shall belong to Contractor. Contractor hereby grants to County a personal, non-exclusive and non-
transferable license to copy, use and modify such Services for the County's internal purpose.
4.2 All intellectual property and proprietary right, title and interest in and to all copies, modifications and
derivatives of the Services, whether or not created by Contractor or County, shall belong to Contractor.
4.3 To the extent County acquires any rights in the Services, or in any copies, modifications or derivatives
thereof, County hereby assigns to Contractor all of County's right, title and interest, together with all intellectual
property rights therein, in such Services and in any such copies, modifications and derivatives thereof. In addition,
County hereby waives in favor of Contractor all of County's moral rights in such Customized Services and in any
such copies, modifications and derivatives thereof.
4.4 Title to and ownership of all computer code, scripts, utilities, materials and documentation owned by a third
party or developed outside the scope of this Implementation Services Schedule by any third party (collectively
"Third-Party Materials") and used by Contractor in connection with this Implementation Services Schedule,
together with all intellectual property rights therein, shall remain with such third party, as the case may be, whether
or not they are specifically adapted by Contractor for use by County. To the extent any Third Party Materials are

incorporated in any Services delivered to County pursuant to this Implementation Services Schedule, Contractor
shall secure for County an applicable third—party license to use such Third-Party Materials.
5. Charges and Payment
5.1 The charges for provision of the Services are as provided in Exhibit A, Pricing document of the Contract.
5.2 In addition to the service charges payable under the Contract for the provision of Services by Contractor,
County shall reimburse Contractor for all cost of materials and reasonable out-of-pocket expenses incurred by
Contractor in connection with the performance of Services pursuant to this Implementation Services Schedule,
provided that such cost and expenses have been authorized in advance in writing by County.
6. Access to System
6.1 Subject to the security requirements of the County, Contractor or its designated representative shall have
reasonable access to the County's system to enable Contractor or its designated representative to perform the
Services. The County shall provide, at no cost to Contractor:
a) sufficient working space required by Contractor to perform the Services;
b) office supplies and services such as photocopying, facsimile and telephone (except long distance); and
c) remote access to County's system, if required, in order to facilitate the performance of the Services, including
the remote diagnosis and correction of any errors in the Services.
The County shall bear the agreed-upon cost, including all out-of-pocket expenses, associated in providing the above
items.
7. Warranties and Disclaimers
7.1 Limited Warranty on Services - Contractor warrants that (i) all services shall be performed in full
conformity with this Implementation Services Schedule with the degree of skill and care expected of persons who
perform similar services and in accordance with accepted industry practices; and (ii) that for a period of thirty (30)
days from the Acceptance Date, the Services shall in substance conform with the applicable specifications set out in
the applicable Statement of Work. Notwithstanding the foregoing, County acknowledges that the services to be
performed by the Contractor are of a complicated and technical nature and may have minor or inherent deficiencies.
In the event of a material non-compliance with the applicable specifications set out in the applicable Statement of
Work during such thirty day period, Contractor will, at its sole cost, use commercially reasonable efforts to provide
all programming and remedial services necessary to correct such non-compliance of Services provided that such
non-compliance does not result from modifications to the Services made by any person other than Contractor or its
authorized agents. For purposes of clarity, County acknowledges that no claim may be made under the preceding
warranty thirty (30) days following the Acceptance Date of any Services.
7.2 Disclaimer for Use: To the maximum extent permitted by applicable law, Contractor and its suppliers
disclaim all other warranties, representations, conditions or guarantees, either express or implied, including but not
limited to, implied warranties of durability, merchantability and fitness for a particular purpose, with regard to the
Services. The Services are not fault intolerant and are not intended for use or to be relied upon in connection with
critical health and safety or in environments that require fail-safe performance ("Fault Intolerant Activities"). THE
CONTRACTOR SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR
USE IN FAULT-INTOLERANT ACTIVITIES.

8. Confidentiality
8.1 "Trade Secret" means any information, including software and hardware configurations and software
design and customization, identified or reasonably identifiable as confidential and proprietary information of County
or Contractor which: (a) derives economic value, actual or potential, from not being generally known to other
persons who might obtain economic value from its disclosure or use; and (b) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.
8.2 "Confidential Information" means any information, including software or hardware configuration and
software design and customization, identified or reasonably identifiable as confidential and proprietary information
of the County or Contractor concerning such party's business interests that is not generally available to third parties
including: (a) production processes, business plans and other materials or information relating to the business of
such party; (b) portions of computer software (in source and/or executable code) and related documentation that
does not obtain trade secret status in any media, including all modifications, enhancements and versions and all
options available with respect thereto; and information defined herein as a Trade Secret but which is determined by
a court of competent jurisdiction not to rise to the level of a trade secret under applicable law.
8.3 County acknowledges that Contractor provides professional services for businesses other than County
including, without limitation, other companies in the same industry as the County. This Implementation Services
Schedule shall not prohibit Contractor from representing or performing professional services for such other
businesses.
8.4 Each party acknowledges that it will receive Trade Secrets and Confidential Information from the other
party in the course of the performance of the Services. Each party agrees to maintain the secrecy of the other
party's Trade Secrets and Confidential Information and agrees not to use any of them except for the performance of
the Services and agrees not to disclose same to anyone with the exception of the minimum number of the receiving
party's employees or agents who have a need to know such information and provided all such persons understand
and acknowledge in writing, their obligation and willingness to preserve and hold such information in the strictest
confidence. Trade Secrets and Confidential Information shall not include any information which is publicly
available at the time of disclosure or subsequently becomes publicly available through no fault of the recipient party
or is rightfully acquired by the recipient party from a third party without obligations of confidentiality.
9. Change of Scope
9.1 At any time during the term of this Implementation Services Schedule, should County desire Contractor to
provide any additional Services in the form of a modification of or, a change to the Services ("Change Requests"),
Contractor and County shall comply with the following:
(a) County will provide in writing any request for a change to the Services including any additional Services
which alter, amend, enhance, add to, or delete from the Services by completing a Project Change Control Form
attached as Schedule "A"
(b) Contractor will respond in writing to all Change Requests by completing appropriate portions of the Project
Change Control Form setting out Contractor's personnel and resources necessary to satisfy the Change Request and
the impact, if any, on the completion date and changes in costs.
(c) To implement the Change Request, the County shall authorize Contractor to perform the Change Request
by returning a signed copy of the Project Change Control Form to Contractor within five (5) business days of its
initial receipt by County, and Contractor will commence to provide the Services in accordance with such authorized
Project Change Control Form.
(d) Contractor shall not be obligated to perform any additional Services in advance of written authorization
from County by means of a returned signed copy of the Project Change Control Form, which authorization must be
delivered to Contractor within five (5) days of County's initial receipt of the Project Change Control Form or
Contractor shall deem that County does not wish to go forward with such Change Request.
(9) Each Change Request authorized in writing by County and agreed to by Contractor through use of the
Project Change Control Form shall be deemed incorporated into this Implementation Services Schedule and each
such authorized Change Request shall constitute a formal change to this Implementation Services Schedule,

adjusting fees, specifications and completion date as agreed in each authorized Project Change Control Form. In no
event shall the Services be deemed altered, amended, enhanced or otherwise modified except in accordance with this
Section 9.
10. Termination
The termination provisions of the Contract shall apply to this Implementation Services Schedule.
11. Non-Solicitation
The Non Solicitation provisions of Section 6.37 the Contract shall apply to this Implementation Services Schedule.
12. General
12.1 Governing Law and Jurisdiction
The Governing Law provisions of the Contract shall apply to the Services provided under this Implementation
Services Schedule.
12.2 Language/langue
It is the express wish of the parties that this document and any related documents be drawn up and executed in
English.
12.3 Survival
In the event of any expiration or termination of this Implementation Services Schedule, for any reason whatsoever,
the provisions of this Implementation Services Schedule which by their nature extend beyond the expiration or
termination of this Implementation Services Schedule will survive and remain in effect until all obligations are
satisfied, including without limitation Sections 4, 7, 8 and 11.
13. Dispute Resolution
13.1 Disputes.
The dispute resolution provisions of the Contract shall apply to any Services performed under this Implementation
Services Schedule.

SCHEDULE "A"
Sample Project Change Control Form
Project Change Control Form
Project Name:
Customer Name: Tel. tt:
CR Submitted by: email: Tel. tt:
Change Request tit: Date request made: Date required by:
Related CR Us: Priority: Risk Assessment:
Choose an item.
Proposed Change
Description of proposed change:
Reason for change:
Recommendation and Assumptions
Recommended Solution:
Assumptions:
Attachments ,__, F1 (list supporting documents)
Impact Assessment
Impact of not allowing the change:
Schedule Impact:

Budget Impact:
Service Type: El Time & Materials or Fixed Price
Does this Change Increase Overall Project Risk: Yes El No El
Other Impact (e.g. Performance, Service, Quality):
Authorization
Esri Canada "insert Customer Name"
Name
Title/Role
Total $ Value of Approved Change
Approved LI
Not Approved
Signature
Date