12145-CONTRACT.DOCX

SERIAL 12145-SS ICJIS INTEGRATION ENGINE SUPPORT AND MAINTENANCE
DATE OF LAST REVISION: April 20, 2016 CONTRACT END DATE: April 30, 2019
CONTRACT PERIOD THROUGH APRIL 30, 2016 2019
TO: All Departments
FROM: Office of Procurement Services
SUBJECT: Contract for ICJIS INTEGRATION ENGINE SUPPORT AND MAINTENANCE
Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to
Maricopa County activities as awarded by Maricopa County on January 23, 2013 (Eff. 04/11/13).
All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the
vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts.
The contract period is indicated above.
BW/at
Attach
Copy to: Office of Procurement Services
John Barrett, ICJIS
(Please remove Serial 07120-SS from your contract notebooks)

SOLE SOURCE CONTRACT
SERIAL 12145-SS
This Contract is entered into the 23rd day of January, 2013, by and between Maricopa County (County), a political
subdivision of the State of Arizona, and Infor (US), Inc., a Delaware corporation (Contractor) for licensing of
system(s), the purchase of maintenance and support of a licensed system(s), and/or the purchase of services as
specified in Exhibit A or additional Order Form(s) executed by the parties. This Contract replaces and supersedes
any previous agreement regarding the licensing and maintenance and support of the system.
1.0 TERM:
1.1 This Contract is for a term of three (3) years, beginning on the 11th day of April, 2013 and ending
the 30th day of April, 2016 2019.
1.2 The County may, at its option and with the agreement of the Contractor, extend the term of this
Contract for additional terms up to a maximum of three (3) years, (or as agreed by the parties,
extend the contract on a month-to-month basis for a maximum of six (6) months after expiration).
The County shall notify the Contractor in writing of its intent to extend the Contract term at least
ninety (90) calendar days prior to the expiration of the original contract term, or any additional
term thereafter.
2.0 INVOICES AND PAYMENTS:
2.1 As consideration for performance of the duties described herein, County shall pay Contractor the
sum(s) stated in Exhibit “A” or additional Order Form(s) executed by the parties.
2.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
2.3 The Contractor shall submit two (2) legible copies 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 service, only if services are provided
 Description of services, only if services are provided
 Pricing per unit of service, only if services are provided
 Extended price, only if services are provided
 Total Amount Due
2.4 Problems regarding billing or invoicing shall be directed to the using agency as listed on the
Purchase Order.

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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.
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)
Maricopa County is responsible for paying all taxes (except for taxes based on Contractor’s net income or
capital stock) and shipping charges relating to this Contract, the systems, any services provided and
payments made under this Contract. Applicable tax amounts (if any) are not included in the fees set forth
in this Agreement and any Order Form. Contractor will invoice Maricopa County for applicable tax and
shipping amounts and such invoices are due upon Maricopa County’s receipt thereof per the payment terms
in Exhibit A or any additional Order Form.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibit “B-E”, or as otherwise agreed in writing
by the Procurement Officer and Contractor.
5.2 During the Contract term, County may 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:
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 third party claims, damages, losses and expenses, including, but not
limited to, reasonable 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
grossly negligent acts, errors, omissions, mistakes or malfeasance relating to bodily
injury or damage to tangible personal property caused during 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 third party claim, damage, loss or expense that is caused by any grossly 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. Contractor’s obligations under this indemnification are
expressly conditioned on the following: (i) County must promptly notify Contractor of
any such claim; (ii) County must in writing grant Contractor sole control of the defense
of any such claim and of all negotiations for its settlement or compromise (if County
chooses to represent its own interests in any such action, County may do so at its own
expense, but such representation must not prejudice Contractor’s right to control the
defense of the claim and negotiate its settlement or compromise); (iii) County must
cooperate with Contractor to facilitate the settlement or defense of the claim.

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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 claims, damages, losses and
expenses to the extent caused by the sole negligence of County.
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,
which are authorized to do business in the State of Arizona, provided that said insurance
companies meet the approval of County. The form of any insurance policies and forms
must be acceptable to County.
6.2.2 All insurance required herein shall be maintained in full force and effect until all work or
service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted.
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.
6.2.6 County reserves the right to request and to receive, within twenty (20) working days, a
copy of a certificate of insurance. 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, and
Errors and Omissions, shall name County, its agents, representatives, officers, directors,
officials and employees as Additional Insureds.
6.2.8 The policies required hereunder, except Workers’ Compensation, and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against
County, its agents, representatives, officers, directors, officials and employees for any
claims arising out of Contractor’s work or service.
6.2.9 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.

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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
twenty (20) business days. BY SIGNING THE AGREEMENT PAGE THE
CONTRACTOR AGREES TO THIS REQUIREMENT.
6.2.12.2 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 SERVICES:
6.3.1 The Contractor warrants for a period of ninety (90) days following completion of the
services pursuant to a Work Order (“Warranty Period”) that all services provided
hereunder will substantially conform to the requirements of the Contract, including all
descriptions, specifications and attachments made a part of this Contract. County’s
acceptance of services or goods provided by the Contractor shall not relieve the
Contractor from its obligations under this warranty.
6.3.2 County may during the Warranty Period, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. Services
corrected by the Contractor shall be subject to all the provisions of this Contract in the
manner and to the same extent as services originally furnished hereunder. If despite its
reasonable efforts, Contractor is unable to provide County with services in compliance
with the foregoing warranty, then, subject to the limitation of liability set forth in this
Contract, County may pursue its remedy at law to recover direct damages resulting from
the breach of this limited warranty. These remedies are exclusive and are in lieu of all

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other remedies, and Contractor’s sole obligations for breach of this limited warranty are
contained in this Section 6.3.2.
6.3.3 The limited warranty in Section 4(a) is made to County exclusively and is in lieu of all
other warranties. CONTRACTOR MAKES NO OTHER WARRANTIES
WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO ANY SERVICES
PROVIDED UNDER THIS CONTRACT AND/OR ANY WORK ORDER, IN
WHOLE OR IN PART. CONTRACTOR EXPLICITLY DISCLAIMS ALL
WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND OF
FITNESS FOR A PARTICULAR PURPOSE. CONTRACTOR EXPRESSLY
DOES NOT WARRANT THAT THE SERVICES WILL MEET COUNTY’S
REQUIREMENTS.
6.3.4 THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN
THIS CONTRACT WILL SURVIVE AND APPLY EVEN IF ANY REMEDY
SPECIFIED IN THIS CONTRACT IS FOUND TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER COUNTY HAS
ACCEPTED ANY SERVICE UNDER THIS CONTRACT.
6.4 INTERNET COMMUNICATIONS AND ORDERING:
The County may at its option use the Internet to communicate and to place orders under this
Contract.
6.5 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:
Infor (US), Inc.
641 Avenue of the Americas
New York, NY 10011
6.6 PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments from Contractor 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. County may not request price adjustments during the term of an Order Form.
6.7 TERMINATION FOR CONVENIENCE:
The County reserves the right to terminate the Contract, in whole or in part at any time, when in
the best interests of the County without penalty or recourse. 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

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under the Contract shall become the property of and be delivered to the County upon demand and
payment of all fees incurred up to the termination date. The Contractor shall be entitled to receive
all fees incurred for work in progress, work completed and materials provided up to the effective
date of the termination.
6.8 TERMINATION FOR DEFAULT:
6.8.1 Either party may terminate the Contract in whole or in part due to the failure of the other
party to comply with any term or condition of the Contract, to acquire and maintain all
required insurance policies, licenses and permits, to pay fees, or to make satisfactory
progress in performing the Contract upon thirty (30) days written notice specifying the
breach and failure to remedy such breach during the notice period. Notwithstanding the
foregoing, to the extent such material breach cannot be remedied through efforts of the
breaching party, the other party has the right to terminate this Contract (including all
Work Orders hereunder) on less than thirty days’ written notice. Notice to Contractor of
an alleged breach of warranty will not constitute a notice of termination of this Contract.
The Procurement Officer shall provide written notice of the termination and the reasons
for it to the Contractor.
6.8.2 Upon termination under this paragraph and upon full payment for the services, all goods,
materials, documents, data and reports prepared by the Contractor under the Contract
shall become the property of and be delivered to the County on demand. Upon
termination of this Contract by either party, Contractor will discontinue the provision of
all services and County will promptly pay Contractor for all services rendered through
the effective date of such termination. Termination of this Contract will not release either
party from making payments which may be owing to the other party under the terms of
this Contract for all services rendered through the effective date of such termination.
6.8.3 Upon written notice of breach from County, 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.
6.8.4 Termination of this Contract will be without prejudice to the terminating party’s other
rights and remedies pursuant to this Contract.
6.9 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.
6.10 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 a material
breach of this contract.
6.11 ADDITIONS OF SERVICE:
The County reserves the right to add products and/or services provided under this Contract. If
additional services and/or products are required from this Contract, prices for such additions will
be negotiated between the Contractor and the County.

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6.12 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.
6.13 SUBCONTRACTING:
As this is a sole source contract, the Contractor may not assign this Contract or subcontract to
another party for performance of the terms and conditions hereof without County’s consent.
6.14 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.
6.15 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW:
6.15.1 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 solely 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. Upon thirty (30) business days written
notice and during normal business hours, the County, Federal or State auditors and any
other persons duly authorized by the Department shall have access to, and the right to
examine, copy and make use of, any and all said materials solely related to this Contract.
Authorized Auditors shall execute a Confidentiality Agreement with Contractor.
6.15.2 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, County shall notify the Contractor
regarding the dispute in accordance with Section 6.18.
6.16 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.
6.17 ALTERNATIVE DISPUTE RESOLUTION:
6.17.1 After the exhaustion of the administrative remedies provided in the Maricopa County
Procurement Code, any contract dispute in this matter is subject to compulsory
arbitration. Provided the parties participate in the arbitration in good faith, such
arbitration is not binding and the parties are entitled to pursue the matter in state or
federal court sitting in Maricopa County for a de novo determination on the law and facts.
If the parties cannot agree on an arbitrator, each party will designate an arbitrator and
those two arbitrators will agree on a third arbitrator. The three arbitrators will then serve
as a panel to consider the arbitration. The parties will be equally responsible for the
compensation for the arbitrator(s). The hearing, evidence, and procedure will be in
accordance with Rule 74 of the Arizona Rules of Civil Procedure. Within ten (10) days
of the completion of the hearing the arbitrator(s) shall:
6.17.1.1 Render a decision;

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6.17.1.2 Notify the parties that the exhibits are available for retrieval; and
6.17.1.3 Notify the parties of the decision in writing (a letter to the parties or their
counsel shall suffice).
6.17.2 Within ten (10) days of the notice of decision, either party may submit to the arbitrator(s)
a proposed form of award or other final disposition, including any form of award for
attorneys’ fees and costs. Within five (5) days of receipt of the foregoing, the opposing
party may file objections. Within ten (10) days of receipt of any objections, the
arbitrator(s) shall pass upon the objections and prepare a signed award or other final
disposition and mail copies to all parties or their counsel.
6.17.3 Any party which has appeared and participated in good faith in the arbitration
proceedings may appeal from the award or other final disposition by filing an action in
the state or federal court sitting in Maricopa County within twenty (20) days after date of
the award or other final disposition. Unless such action is dismissed for failure to
prosecute, such action will make the award or other final disposition of the arbitrator(s) a
nullity.
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 using e-verify) and all other federal immigration laws and
regulations related to the immigration status of its employees and A.R.S. §23-214(A). The
contractor shall obtain statements from its subcontractors certifying compliance and shall
furnish the statements to the Procurement Officer upon request. These warranties shall
remain in effect through the term of the Contract. The Contractor and its subcontractors
shall also maintain Employment Eligibility Verification forms (I-9) as required by the
Immigration Reform and Control Act of 1986, as amended from time to time, for all
employees performing work under the Contract and verify employee compliance using the
E-verify system and shall keep a record of the verification for the duration of the
employee’s employment or at least three years, whichever is longer. I-9 forms are available
for download at USCIS.GOV.
6.18.2 The County retains the legal right to inspect contractor and subcontractor employee
documents performing work on County sites 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 Contractor or any of its subcontractors not comply with 6.19.1,
the County will consider this a material breach of the contract and may pursue any and all
remedies allowed by law, including, but not limited to: suspension of work, termination of
the Contract for default, and suspension and/or debarment of the Contractor. All costs
necessary to verify compliance are the responsibility of the Contractor.
6.19 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §§35-
391.06 AND 35-393.06 BUSINESS RELATIONS WITH SUDAN AND IRAN:
6.19.1 By entering into the Contract, the Contractor certifies it does not have scrutinized business
operations in Sudan or Iran. 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.
6.19.2 The County may request verification of compliance for any contractor or subcontractor
performing work under the Contract. Should the County suspect or find that the Contractor
or any of its subcontractors are not in compliance, the County may pursue any and all
remedies allowed by law, including, but not limited to: suspension of work, termination of
the Contract for default, and suspension and/or debarment of the Contractor. All costs
necessary to verify compliance are the responsibility of the Contractor.

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6.20 AVAILABILITY OF FUNDS:
6.20.1 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.
6.20.2 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.
6.21 CONTRACT COMPLIANCE MONITORING:
County shall monitor the Contractor’s compliance with, and performance under, the terms and
conditions of this Contract. The Contractor shall make available for inspection and/or copying by
County, all original records and accounts solely relating to the work performed or the services
provided under this Contract.
6.21.1 If any of the services do not conform with Contract requirements, County may during the
Warranty Period require the Contractor to perform the services again in conformity with
Contract requirements. When the defects in services cannot be corrected by re-
performance, County may
6.21.1.1 Require the Contractor to take necessary action to ensure that future
performance conforms to Contract requirements.
6.21.2 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:
6.21.2.1 Terminate the Contract for default.
6.22 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.
6.23 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.
6.24 RIGHTS IN DATA:
Upon full payment of the services, the County shall have the use of all data and reports for its
internal business purposes resulting from this Contract without additional cost or other restriction
except as provided by law. Each party shall supply to the other party, upon request, any available
information that is relevant to this Contract and to the performance hereunder.

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6.25 CONFIDENTIALITY:
Except as otherwise permitted under this Contract, the Recipient will not disclose to any third
party, or make any use of the Discloser’s Confidential Information unless as permitted by Arizona
or other applicable law. The Recipient will use at least the same standard of care to maintain the
confidentiality of the Discloser’s Confidential Information that it uses to maintain the
confidentiality of its own Confidential Information, but in no event less than reasonable care.
Except in connection with the licensed product and any software provided with the licensed
product, the non-disclosure and non-use obligations of this Contract will remain in full force with
respect to each item of Confidential Information for a period of ten (10) years after Recipient’s
receipt of that item. However, County’s obligations to maintain both the licensed product and any
software provided with the licensed product as confidential will survive in perpetuity.
Notwithstanding the foregoing, this Section is not intended to prevent a Recipient from using
residual knowledge, subject to any intellectual property rights of the Discloser.
The provision above shall not apply to any Confidential Information that: (a) is or becomes
publicly known through no fault of the Recipient; (b) the Recipient can demonstrate was already
known to it prior to receipt from the Discloser; (c) was independently developed by employees of
the Recipient independently of, or without reference to, the Confidential Information of the
Discloser (for which the Recipient shall have the burden of proof), or (d) is required to be
disclosed as required by judicial or administrative process. If the Recipient is required to disclose
by judicial or administrative process, the Recipient shall promptly notify the Discloser in order to
enable the Discloser a reasonable time to oppose such process. The Recipient will not oppose any
action by the Discloser to seek a protective order or other remedy.
6.26 LIMITATION OF LIABILITY:
Set forth in the applicable Exhibits incorporated in this Contract.
6.27 ASSIGNMENT:
County may not assign or transfer any of its rights or obligations under this Contract, whether by
law or otherwise, and any attempt at such assignment will be void without the prior written
consent of Contractor. For purposes of this Contract, “assignment” shall include use of the
licensed product for benefit of any third party to a merger, acquisition and/or other consolidation
by, with, or of County, including any new or surviving entity that results from such merger,
acquisition and/or other consolidation.
6.28 INTEGRATION:
This Contract represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, proposals, communications, understandings, representations, or agreements,
whether oral or written, express or implied.
6.29 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.
6.30 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE):
The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of
Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts.
Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful
Respondent under this solicitation, a member of $AVE may access a contract resulting from a
solicitation issued by the County. If you do not want to grant such access to a member of $AVE,
please so state in your Exhibit A. In the absence of a statement to the contrary, the County will
assume that you do wish to grant access to this contract.

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6.31 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.
6.32 CONTRACTOR LICENSE REQUIREMENT:
6.32.1 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.
6.32.2 Respondents furnishing finished products, materials or articles of merchandise that will
require installation or attachment as part of the Contract, shall possess any licenses
required. A Respondent is not relieved of its obligation to possess the required licenses
by subcontracting of the labor portion of the Contract. Respondents are advised to
contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to
ascertain licensing requirements for a particular contract. Respondents shall identify
which license(s), if any, the Registrar of Contractors requires for performance of the
Contract.
6.33 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION:
6.33.1 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:
6.33.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
6.33.1.2 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;
6.33.1.3 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
6.33.1.4 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.
6.33.2 Should the Contractor not be able to provide this certification, an explanation as to why
should be attached to the Contact.

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6.33.3 The Contractor agrees to have its subcontractors certify to the requirements herein if
providing services under this Contract.
6.34 ORDER OF PRECEDENCE:
In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, the
terms of this Contract shall prevail, except the Contractor’s license agreement shall prevail where
it pertains to the use of the Contractor’s product.
6.35 INFLUENCE:
As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an
employee or agent to breach the Maricopa County Ethical Code of Conduct or any ethical conduct,
may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes,
but is not limited to:
6.35.1 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.
6.35.2 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.
6.35.3 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.
6.36 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract.
6.36.1 Exhibit A, Pricing;
6.36.2 Exhibit B, Support Agreement;
6.36.3 Exhibit C, Services Agreement;
6.36.4 Exhibit D, Software License Agreement; and
6.36.5 Exhibit E, Contractor Travel and Per Diem Policy

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IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR:
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY:
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE

EXHIBIT A
PRICING
SERIAL: 12145-SS
NIGP CODE: 92045
RESPONDENT NAME: Infor (US), Inc.
VENDOR NUMBER : 2011003066
ADDRESS: 13560 Morris Rd.
Alpharetta, GA 30004
P.O. ADDRESS: Na.purchaseorders@infor.com
TELEPHONE NUMBER: 678-319-8000 817-599-3106
FACSIMILY NUMBER: 678-319-9043 817-296-0115
WEB SITE: Infor.com
REPRESENTATIVE: Scott Simpson Jerry Malone
jerry.malone@infor.com
REPRESENTATIVE E-MAIL: scott.simpson@infor.com
YES NO
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS
CONTRACT: [ ] [x]
I. Component System(s) for Clients under a Term License (“Customer Client Term License”)
Newly Licensed Component Systems:
Part # Component System User Restriction* Support
(if applicable) Quantity Type level**
1 HVI-CLIS Cloverleaf Integration Services Prod Eng 1 SV XT
2 HVI-CLIS-THRD Cloverleaf Integration Services Prod Eng Threads 999 THRD XT
3 HVI-CLIS-CORE Cloverleaf Integration Services Prod Eng CPUCores 4 CPUCORE XT
4 HVI-CLISTD Cloverleaf Integration Services Test Dev Lic 1 SV XT
HVI-CLISTD- XT
5 THRD Cloverleaf Integration Services Test Dev Lic Threads 999 THRD
HVI-CLISTD- XT
6 CORE Cloverleaf Integration Services Test Dev Lic CPUCores 4 CPUCORE
7 HVI-CLODBC Cloverleaf Data Integrator 1 CDB XT
Definitions:
 Connected Database means each interface to a single instance of a virtual or physical database
management system.
 Processing Unit means a physical central processor unit or core processing unit.
 Server means a physical hardware system that is capable of running server software. A hardware partition
or blade is considered to be a separate physical hardware system, and, therefore, a separate server.
 Thread means one (1) unique connection to an application (port address, or data object as defined by the
thread properties, with data routed in one direction). Each Thread is represented by a unique name and
icon within the applicable Component System.
*If specified in the User Restriction field:
 CDB means the maximum number of Connected Databases for use with a specific Component System
licensed under this Order Form.
 CPUCORE means the maximum number of independent Processing Units (cores) in the central Processing
Unit(s) available to the operating system(s) and hardware platform(s) on which the corresponding
Component System licensed under this Order Form may be installed and/or run.
 SV means the maximum number of Servers on which each specific Component System licensed under this
Order Form may be installed.
 THRD means the maximum number of Threads licensed for use within a specific Component System
licensed under this Order Form.

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 UNL or 999 means an unlimited number of THRD(S) licensed for use within a specific Component System
licensed under this Order Form.
** If specified in the Support Level field: “XT” means Xtreme Support Plan, “XTP” means Xtreme Premium Support
plan and “XTE” means Xtreme Elite Support plan. Descriptions of the then current support plans for Infor, can be
found at:
http://www.infor.com/content/brochures/inforxtremesupportplanfeatures.pdf/
***If specified in the SW Code field: “S” means the Component System is delivered in Source Code.
II. Support services
Annual Support Fee: $50,427.55.
Initial Term of Support: July 1, 2013 - June 30, 2014 (Note: annual support fee is currently paid until June 30,
2013).
Annual Support fees for the following periods:
For the period July 1, 2014 – June 30, 2015 is $53,453.67
For the period July 1, 2015 – June 30, 2016 is $56,660.89
Annual Escalation Percentage Cap: 6% or the then-current year-over-year increase in the Consumer Price Index
(CPI-U), whichever is greater.
Fee for Initial Term of Support****: $50,427.55
**** If the Initial Term is less than or more than 12 months, the Fee for Initial Term of Support represents a
proportional amount of the annual Support Fee based on the anticipated Order Form Date. This fee may vary based
on the actual Order Form Date.
Payment Terms: All amounts are in US Dollars unless otherwise specified.
Payment is due within 30 days of Order Form Date. Currency: United States Dollars
Equipment (on which Component Systems will be
installed): Licensee Account ID: 72657-L
Computer Platform UNIX Model:
Operating System AIX DBMS: SBN GL ID: US0AB
Location: 411 N. Central Avenue
Suite 400
Phoenix, AZ 85004-2115
Serial Number: Account Executive Name: Austin Awes
Maricopa County IJIS Department Invoice Address:
Delivery 620 West Jackson Street (if blank, the Delivery
Same as Delivery
Address: Suite 2065 Address shall be
Phoenix, AZ 85003 used for Invoicing):
Contact Name: Thomas Gendron Contact Name:
Contact Title: Contact Title:
Contact Phone: (602) 506-7304 Contact Phone:
Contact email: tgendron@mail.maricopa.gov Contact email:
Delivery is FOB Shipping Point.

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Additional Terms:
The following terms apply to any Licensed Component Systems licensed under the Order Form.
1. Licensee/Patient Information and Other Materials or Data. Licensee represents and warrants that it owns or has
obtained all rights in the Licensee/patient information and other materials and data necessary so that the use of
those materials and data by Infor to provide support, maintenance or other services Licensee does not violate
any intellectual property rights, privacy rights or other third party rights.
2. Medical Care and Other Limitations. Licensee acknowledges that Infor is not engaged in the practice of
medicine and is not responsible for any medical practice management or patient care decisions made using the
Component Systems or Services, or any modification or customization of the Component Systems. Licensee
acknowledges that the processes, forms and reports contained in or produced from the Component Systems or
Services: (i) are for Licensee’s information only, (ii) could include errors and (iii) are not substitutes for
Licensee’s professional judgment. The Component Systems are not designed or intended for use in any
nuclear, aviation, mass transit, life support or other inherently dangerous applications.
3. Disaster Recovery Products. If any Component System(s) listed in the Schedule(s) to this POF are designated
as Disaster Recovery, Licensee will only use the Component Systems for the purpose of providing back-up to a
primary system in the event of an unplanned outage of the primary system (e.g., such as that which may occur
as a result of a disaster or catastrophe). The Component System licensed as Disaster Recovery (i) is not for
production use, and (ii) can only be used in a production mode should the primary system using the Component
System not be operational due to such unplanned outage.

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EXHIBIT B
SUPPORT AGREEMENT
1. Incorporation By Reference. Sections 1 (Definitions), 7 (Confidential Information), 10 through 14 (Notices,
Force Majeure, Assignment, No Waiver and Choice of Law; Severability, respectively), and 16 through 18
(Compliance with Laws, Audit Rights and Miscellaneous, respectively) of the License Agreement are incorporated
into this Support Agreement by this reference as fully as if written out below. If any provision incorporated by
reference from the License Agreement conflicts with any provision of this Support Agreement, the provision of this
Support Agreement will control.
2. Additional Definitions.
(a) “Contract Period” means, as applicable, the Initial Term or the Renewal Period for which Licensee has paid
the applicable fee for Support.
(b) “Initial Term” means, with respect to the Component Systems specified in an Order Form, the twelve-month
period beginning on the Order Form Date, unless otherwise specified in the Order Form.
(c) “Renewal Period” means, as applicable, each successive twelve-month period following the Initial Term.
(d) “License Agreement” means the Software License Agreement entered into between the parties as of the
Effective Date.
3. Services.
(a) Types of Services. Subject to Licensee paying the applicable fee for Support hereunder for a particular
Component System, Infor shall (a) provide Licensee with access (via the Internet, telephone or other means
established by Infor) to Infor’s support helpline, (b) provide, when and if generally available, updates, enhancements
or modifications to the then-current, general release version of such Component System that are not separately
priced or licensed as new products; and (c) use reasonable efforts to correct or circumvent Documented Defects (the
foregoing referred to collectively as “Support”).
Xtreme Support Plan Features: See applicable Order Form.
(b) Third Party Products. With respect to Third Party Products, Infor’s provision of Support will be limited to
providing Licensee with the support that the Third Party Licensor provides to Infor for such Third Party Products.
(c) Restrictions. Infor shall have no obligation to provide Support if Licensee fails to pay the applicable fees
hereunder or is otherwise in breach of this Support Agreement. Infor shall have no obligation to provide Support for
any Component System on any hardware or systems software configuration other than the Equipment, or if the
Component System has been modified other than in accordance with this Support Agreement. In addition, Licensee
agrees to provide Infor with access to such facilities and equipment as are reasonably necessary for Infor to perform
its obligations hereunder, including remote access to the Equipment. Support provided hereunder does not include
related services, if any, required by Licensee, including, without limitation, installation or implementation of the
Component System or any updates, enhancements or modifications thereto.
4. Payment and Taxes.
(a) Support Fees. For annual Support of the Component Systems specified on an Order Form, Licensee will pay
Infor the Support Fee specified in the Order Form, which will be subject to successive increases on an annual basis
(starting with the first Renewal Period) not to exceed the “Annual Escalation Percentage Cap” (as specified in the
Order Form). If the Initial Term is less than 12 months, the fee for the Initial Term of Support will be prorated
accordingly. Payment of the applicable fee for any Renewal Period of Support is due prior to the commencement of
such Renewal Period. All payments hereunder are non-refundable.
(b) Additional Costs. Licensee will reimburse Infor for actual travel and living expenses that Infor incurs in providing
Licensee with Support, with reimbursement to be on an as-incurred basis. Licensee will also reimburse Infor for
charges incurred in connection with accessing Equipment, if any. All travel related expenses shall be pre-approved
by the County and subject to Exhibit E.
(c) Taxes. Licensee is responsible for paying all applicable taxes (except for taxes based on Infor’s net income or
capital stock) relating to this Support Agreement or the services or payments provided for hereunder. Applicable tax
amounts (if any) are not included in the fees set forth in this Support Agreement or the applicable Order Form. Infor
will invoice Licensee for any applicable tax amounts

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(d) Invoices and Late Charges. Licensee will pay each Infor invoice within thirty (30) days of the date of invoice
and in any event, on or before the dates specified in this Support Agreement or the applicable Order Form. The
Contractor shall have all rights and remedies available for payment default as set forth in the Arizona Revised
Statutes §35-342 and 11-622.
5. Term. With respect to each Component System specified on an Order Form, the term of this Support
Agreement shall begin on the Order Form Date and end on the last day of the Initial Term. Support will renew for
successive Renewal Periods, unless either party provides written notice to the other party of non-renewal at least
ninety (90) days prior to the commencement of the Renewal Period.
6. Disclaimer of Warranties. Licensee acknowledges and agrees that INFOR MAKES NO WARRANTIES
WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO ANY SUPPORT AND/OR ANY OTHER MATTER
RELATING TO THIS SUPPORT AGREEMENT, AND THAT INFOR EXPLICITLY DISCLAIMS ALL WARRANTIES
OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER,
INFOR EXPRESSLY DOES NOT WARRANT THAT A COMPONENT SYSTEM OR ANY SUPPORT WILL BE
USABLE BY LICENSEE IF THE COMPONENT SYSTEM HAS BEEN MODIFIED, OR WILL BE ERROR FREE,
WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SYSTEMS
SOFTWARE CONFIGURATION OTHER THAN THE EQUIPMENT.
7. Termination. If either party materially breaches any material obligation in this Support Agreement (including,
without limitation, any obligation to pay fees hereunder), and fails to remedy such breach (if such breach can be
remedied) within thirty (30) days of receipt of written notice of such breach, the other party may terminate this
Support Agreement. Notwithstanding the foregoing, to the extent such material breach cannot be remedied through
efforts of the breaching party, the other party has the right to terminate this Agreement on less than thirty days’
written notice. Notice to Infor of a suspected Documented Defect will not constitute a notice of termination of this
Support Agreement. Termination of this Support Agreement will be without prejudice to the terminating party’s other
rights and remedies hereunder. Termination of this Support Agreement shall also terminate all Order Forms
hereunder but only insofar as such Order Forms relate to Support. For the avoidance of doubt, termination of this
Support Agreement shall not terminate licenses granted pursuant to the License Agreement unless such licenses are
terminated pursuant to the terms of the License Agreement. Termination of this Support Agreement will not relieve
either party from making payments which may be owing to the other party hereunder.
8. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF INFOR. THE TOTAL LIABILITY OF INFOR, ITS AFFILIATES AND THIRD PARTY
LICENSORS IN CONNECTION WITH SUPPORT OR ANY OTHER MATTER RELATING TO THIS SUPPORT
AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF ACTION) SHALL NOT EXCEED THE FEE THAT
LICENSEE ACTUALLY PAID TO INFOR FOR SUPPORT FOR THE TWELVE-MONTH CONTRACT PERIOD IN
WHICH SUCH LIABILITY FIRST AROSE.
(b) EXCLUSION OF DAMAGES. IN NO EVENT SHALL INFOR, ITS AFFILIATES OR THIRD PARTIES BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR
LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER INFOR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES OR WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS
ESSENTIAL PURPOSE.
9. Entire Agreement. This Support Agreement contains the entire understanding of the parties with respect to
its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties
about its subject matter. Any purchase order or similar document, which may be issued by Licensee in connection
with this Support Agreement does not modify this Support Agreement. No modification of this Support Agreement will
be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Support
Agreement; provided, however, that a modification mutually agreed to pursuant to a click-thru or click-wrap
agreement delivered by Infor will be effective. This Support Agreement and any signed agreement or instrument
entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the extent
signed and delivered by means of digital imaging, electronic mail or a facsimile machine, shall be treated in all
manner and respects as an original Support Agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person. This Support Agreement and
all Order Forms entered into pursuant hereto may be signed in counterparts.

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EXHIBIT C
SERVICES AGREEMENT
1. Definitions.
(a) “Affiliate” means any entity, directly or indirectly, controlling, controlled by, or under common control with, Infor.
(b) “Confidential Information” means non-public information of an Affiliate or a party to this Agreement that is
identified as or would be reasonably understood to be confidential and/or proprietary as permitted by Arizona law.
Confidential Information does not include information that: (i) is or becomes known to the public without fault or
breach of the Recipient; (ii) the Discloser regularly discloses to third parties without restriction on disclosure; (iii) the
Recipient obtains from a third party without restriction on disclosure and without breach of a non-disclosure
obligation; or (iv) is independently developed by the Recipient without access to Confidential Information.
(c) “Discloser” means the party providing Confidential Information to the Recipient.
(d) “Effective Date” means the date identified on the signature page of this Services Agreement as the Effective
Date.
(e) “Equipment” means the hardware and systems software configuration on which Infor supports use of the
Licensed Software.
(f) “Intellectual Property Rights” means any and all rights in patents, patent applications, copyrights, copyright
registrations, trade secrets, trademarks and service marks (including, where applicable, all derivative works of the
foregoing).
(g) “Licensed Software” means the computer software programs licensed by Infor or its Affiliate to Licensee.
(h) “Recipient” means the party receiving Confidential Information of the Discloser.
(i) “Residual Knowledge” means ideas, concepts, know-how or techniques related to the Discloser's technology
and Confidential Information that are retained in the unaided memories of the Recipient who had rightful access to
Confidential Information.
(j) “Services” means the software-related professional services that Infor will provide Licensee as contemplated
under this Services Agreement and/or any Work Order.
(k) “Work Order” has the meaning ascribed to such term in Section 2(a) of this Services Agreement.
2. Services.
(a) Work Orders. Infor will provide Licensee with Services as set forth in one or more mutually agreed to and
signed work order(s) which shall contain without limitation, a description of the Services, the Services rate(s) and
payment terms (each a “Work Order”). The parties agree that Work Orders may not be complete statements of
Services required by Licensee and additional Services may be required which would be difficult to determine as of the
date of this Services Agreement or of the applicable Work Order. At Licensee’s request, the Work Order may include
an estimate of charges for the Services, but such estimate shall not be binding on Infor or convert the Work Order
into a fixed price contract with respect to such Services. Unless expressly stated otherwise: (i) the Services rates are
for an 8-hour person-day and will not include the expenses and charges referred to in Section 3(a) of this Services
Agreement; (ii) the quoted rates shall represent Infor’s current rates applicable to Licensee (i.e., the rates applicable
to Licensee as of the effective date of the Work Order) for the resources specified; and (iii) to the extent that Infor
raises the rates charged for Services during the course of a project, Licensee shall be required to pay Infor at the
increased rates. Infor is under no obligation to perform any Services other than pursuant to a Work Order.
Notwithstanding the foregoing, if Infor performs Services at the direction of Licensee and the parties have not signed
a Work Order for such Services, then such Services shall be subject to all terms and conditions of this Services
Agreement, and Infor’s then-current rates for such Services shall apply. Infor may provide Services through its third-
party contractors (“Contractors”), but, in all such cases, Infor will remain subject to the obligations hereunder.
(b) Conditions On Providing Services. Licensee must assign a project manager who will assume responsibility for
management of the project for which the Services are provided. Licensee will establish the overall project direction,
including assigning and managing the Licensee’s project personnel team. Licensee must provide Infor with such
facilities, equipment and support as are reasonably necessary for Infor to provide Services, including remote access
to the Equipment. Infor owns and will own all right, title and interest to the Services and any work product generated
from the Services (“Work Product”), and Licensee will execute and deliver to Infor any documents reasonably

12145-SS
necessary to vest in Infor all right, title and interest therein. Subject to the terms and conditions of this Services
Agreement, Infor grants Licensee a perpetual, non-exclusive, non-transferable license (without the right to sublease
or sublicense) to use and copy for use the Work Product for Licensee’s own, internal computing operations.
(c) Scheduling and Cancellation of Scheduled Services. In connection with any Work Order, Licensee should
make staffing requests at least four (4) weeks in advance to increase the likelihood that the request can be filled for
the date requested. While it is possible to secure staffing within this time frame (and Infor will make commercially
reasonable efforts to comply with such staffing requests), the probability of obtaining the requested resources
decreases the closer the request is made to the need date. The parties agree that once Licensee and Infor have
scheduled a specific time during which Infor will provide Services under the terms of this Services Agreement and/or
a Work Order, Licensee will be obligated to pay Infor for such Services as if Infor had performed such Services on the
date scheduled and any related travel and living expenses to the extent such travel and living expenses are non-
refundable, unless Licensee has notified Infor that Licensee would like to reschedule or cancel the provision of such
Services at least twenty one (21) days prior to the date which Infor is scheduled to perform such Services.
3. Payment and Taxes.
(a) Payment. Unless otherwise stated in the applicable Work Order, Infor will invoice Licensee for all Services and
applicable charges on a bi-weekly basis, as Infor renders the Services or Licensee incurs the charges, as applicable.
Licensee will also reimburse Infor for actual travel and living expenses that Infor incurs in providing Licensee with
Services under this Services Agreement, with reimbursement to be on an as-incurred basis and subject to Exhibit E.
Licensee will also reimburse Infor for all charges incurred in connection with accessing Equipment, if any. Licensee
will pay each Infor invoice within thirty (30) days of the date of invoice. The Contractor shall have all rights and
remedies available for payment default as set forth in the Arizona Revised Statutes §35-342 and 11-622.
(b) Taxes. Licensee is responsible for paying all taxes (except for taxes based on Infor’s net income or capital
stock) relating to this Services Agreement, and any Services provided and payments made hereunder. Applicable
tax amounts (if any) are not included in the fees set forth in this Services Agreement and any Work Order. In each
instance, Infor will invoice Licensee for applicable tax amounts and such invoices are due upon Licensee’s receipt
thereof.
4. Limited Warranty and Disclaimer of Warranties.
(a) Limited Services Warranty and Remedy For Breach. Infor warrants to Licensee that, for the period beginning
on the specific date of the applicable Work Order and continuing for ninety (90) days after the completion of Services
pursuant to that Work Order, Infor will render all Services under such Work Order with reasonable care and skill. If
Licensee notifies Infor within the warranty period of a breach of the foregoing warranty, Infor will re-perform such
Services in compliance with the foregoing warranty. If despite its reasonable efforts, Infor is unable to provide
Licensee with Services in compliance with the foregoing warranty, then, subject to the limitations set forth in Section
12 of this Services Agreement, Licensee may pursue its remedy at law to recover direct damages resulting from the
breach of this limited warranty. These remedies are exclusive and are in lieu of all other remedies, and Infor’s sole
obligations for breach of this limited warranty are contained in this Section 4(a).
(b) Disclaimer of Warranty. The limited warranty in Section 4(a) is made to Licensee exclusively and is in lieu of all
other warranties. INFOR MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH
REGARD TO ANY SERVICES PROVIDED UNDER THIS SERVICES AGREEMENT AND/OR ANY WORK ORDER,
IN WHOLE OR IN PART. INFOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. INFOR EXPRESSLY DOES NOT
WARRANT THAT THE SERVICES WILL MEET LICENSEE’S REQUIREMENTS.
(c) FAILURE OF ESSENTIAL PURPOSE. THE PARTIES HAVE AGREED THAT THE LIMITATIONS
SPECIFIED IN SECTIONS 4 AND 12 WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS
SERVICES AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF
WHETHER LICENSEE HAS ACCEPTED ANY SERVICE UNDER THIS SERVICES AGREEMENT.
5. Confidential Information. Except as otherwise permitted under this Services Agreement, the Recipient will not
disclose to any third party, or make any use of the Discloser’s Confidential Information as permitted by Arizona law.
The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser’s Confidential
Information that it uses to maintain the confidentiality of its own Confidential Information, but in no event less than
reasonable care. Except in connection with the Licensed Software and any software provided with the Licensed
Software, the non-disclosure and non-use obligations of this Services Agreement will remain in full force with respect
to each item of Confidential Information for a period of ten (10) years after Recipient’s receipt of that item. However,
Licensee’s obligations to maintain both the Licensed Software and any software provided with the Licensed Software
as confidential will survive in perpetuity. Notwithstanding the foregoing, this Section is not intended to prevent a
Recipient from using Residual Knowledge, subject to any Intellectual Property Rights of the Discloser.

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6. Term and Termination.
(a) Right of Termination. If either party materially breaches any material obligation in this Services Agreement or a
Work Order (including, without limitation, any obligation to pay fees), and fails to remedy such breach (if such breach
can be remedied) within thirty (30) days of receipt of written notice of such breach, the other party may terminate this
Services Agreement (including all Work Orders hereunder). Notwithstanding the foregoing, to the extent such
material breach cannot be remedied through efforts of the breaching party, the other party has the right to terminate
this Services Agreement (including all Work Orders hereunder) on less than thirty days’ written notice. Notice to Infor
of an alleged breach of warranty will not constitute a notice of termination of this Agreement.
(b) Effect of Termination. Upon termination of this Services Agreement by either party, Infor will discontinue the
provision of all Services and Licensee will promptly pay Infor for all Services rendered through the effective date of
such termination. Termination of this Services Agreement will not release either party from making payments which
may be owing to the other party under the terms of this Services Agreement for all Services rendered through the
effective date of such termination.
(c) Survival of Obligations. All obligations relating to non-use and non-disclosure of Confidential Information,
limitation of liability, and such other terms which by their nature survive termination, will survive termination of this
Services Agreement.
(d) Termination Without Prejudice to Other Rights and Remedies. Termination of this Services Agreement will be
without prejudice to the terminating party’s other rights and remedies pursuant to this Services Agreement.
7. Notices. All notices and other communications required or permitted under this Services Agreement or required
by law must be in writing and will be deemed given when: delivered personally; sent by registered or certified mail,
return receipt requested; transmitted by facsimile confirmed by first class mail; or sent by overnight courier. Notices
must be sent to a party at its address shown on the signature page of this Services Agreement, or to such other place
as the party may subsequently designate for its receipt of notices in accordance with this Section. Licensee must
promptly send copies of any notice of material breach and/or termination of this Services Agreement to Infor,
Attention: General Counsel, 40 General Warren Blvd Suite # 110, Malvern, PA 19355, USA, FAX number 678-319-
8949, or to such other place as Infor may subsequently designate for its receipt of notices.
8. Force Majeure. Except with respect to the payment of fees under this Services Agreement or a Work Order,
neither party will be liable to the other for any failure or delay in performance under this Services Agreement due to
circumstances beyond its reasonable control, including Acts of God, acts of war, terrorist acts, natural disasters,
accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action
not the fault of the party failing or delaying in performance, or the threat of any of the foregoing.
9. Assignment. Licensee may not assign or transfer any of its rights or obligations under this Services
Agreement, whether by law or otherwise, and any attempt at such assignment will be void without the prior written
consent of Infor. For purposes of this Services Agreement, “assignment” shall include use of the Licensed Software
for benefit of any third party to a merger, acquisition and/or other consolidation by, with, or of Licensee, including any
new or surviving entity that results from such merger, acquisition and/or other consolidation.
10. No Waiver. A party’s failure to enforce its rights with respect to any single or continuing breach of this
Services Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any
other or any subsequent breach.
11. Choice of Law; Severability. This Services Agreement will be governed by and construed under the laws of
the State of Arizona, as applicable to agreements executed and wholly performed therein, but without regard to the
choice of law provisions thereof. This Services Agreement is originally written in the English language and the
English language version shall control over any translations. If any provision of this Services Agreement is illegal or
unenforceable, it will be deemed stricken from the Services Agreement and the remaining provisions of the Services
Agreement will remain in full force and effect. The United Nations Convention on the International Sale of Goods
(CISG) shall not apply to the interpretation or enforcement of this Agreement.
12. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF INFOR. THE TOTAL LIABILITY OF INFOR, ITS AFFILIATES AND
CONTRACTORS IN CONNECTION WITH THE SERVICES, OR ANY OTHER MATTER RELATING TO THIS
SERVICES AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF ACTION) SHALL NOT EXCEED THE
FEE THAT LICENSEE ACTUALLY PAID TO INFOR FOR THE SERVICES GIVING RISE TO THE LIABILITY
UNDER THE APPLICABLE WORK ORDER.
(b) EXCLUSION OF DAMAGES. IN NO EVENT SHALL INFOR, ITS AFFILIATES OR CONTRACTORS BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR

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LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
PRODUCT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER INFOR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
13. Compliance With Laws. Licensee will comply with all laws, rules and regulations applicable to the use of the
Services and the Work Product.
14. Non-Solicitation of Employees. During the period that Infor is providing Services pursuant to this Services
Agreement and for a period of one (1) year following the completion of such Services, neither Infor nor Licensee will
offer to hire, hire, Solicit for employment or retention as an independent contractor, or in any way employ any
Resource of the other party without the prior written consent of the other party. “Solicit” as used in this Section does
not include general solicitations, such as advertisements in newspapers, trade publications or on the internet.
“Resource” for purposes of this Section means: (a) employees of the non-hiring party who directly worked on the
Services project at Licensee’s location (the “Project”), and (b) former employees of the non-hiring party who directly
worked on the Project and whose employment with that party ended less than six (6) months prior to the date of such
offer to hire, hire, Solicitation, or employment.
15. Entire Agreement. This Services Agreement contains the entire understanding of the parties with respect to
its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties
about its subject matter. Any purchase order or similar document, which may be issued by Licensee in connection
with this Services Agreement does not modify this Services Agreement. No modification of this Services Agreement
will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Services
Agreement. This Services Agreement and any signed agreement or instrument entered into in connection herewith
or contemplated hereby, and any amendments hereto or thereto, to the extent signed and delivered by means of
digital imaging, electronic mail or a facsimile machine, shall be treated in all manner and respects as an original
agreement or instrument and shall be considered to have the same binding legal effect as if it were the original
signed version thereof delivered in person. This Services Agreement and all Work Orders may be signed in
counterparts.

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EXHIBIT D
SOFTWARE LICENSE AGREEMENT
1. Definitions.
(a) “Affiliate” means any entity, directly or indirectly, controlling, controlled by, or under common control with,
Infor.
(b) “Component System” means any one of the computer software programs which is identified in the applicable
Order Form as a Component System. “Component Systems” refers, collectively, to every Component System
listed in the applicable Order Form between the parties.
(c) “Confidential Information” means non-public information of an Affiliate or a party to this Agreement that is
identified as or would be reasonably understood to be confidential and/or proprietary as permitted by Arizona law.
Confidential Information of Infor includes, without limitation, the Documentation, the Component Systems, all software
provided with the Component Systems and all algorithms, methods, techniques, code (Source Code and Object
Code) and processes revealed or utilized therein. Confidential Information does not include information that: (i) is or
becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third
parties without restriction on disclosure; (iii) the Recipient obtains from a third party without restriction on disclosure
and without breach of a non-disclosure obligation; or (iv) is independently developed by the Recipient without access
to Confidential Information.
(d) “Delivery Address” means the Licensee shipping address set forth in the applicable Order Form as the
Delivery Address.
(e) “Delivery Date” means, for each Component System, the earliest of (a) the date that Infor places the
Component System with a shipping agent, F.O.B. Shipping Point, for shipment to the Delivery Address or such other
address Licensee specifies, (b) the date Infor provides Licensee electronic access to the Component System by, for
example, providing Licensee a URL, where the Component System is available for immediate electronic download
along with access codes permitting download and access to the Component System, or (c) the date that Licensee
actually receives the Component System.
(f) “Discloser” means the party providing Confidential Information hereunder.
(g) “Documentation” means the then-current Infor-provided operating and technical documentation relating to the
features, functions and operation of a Component System.
(h) “Documented Defect” means a material deviation between the then-current, general release version of the
Component System and its Documentation, for which Documented Defect Licensee has given Infor enough
information for Infor to replicate the deviation on a computer configuration which is both substantially similar to the
Equipment and is under Infor’s control.
(i) “Effective Date” means the date identified on the signature page of this Agreement as the Effective Date.
(j) “Equipment” mean the hardware and/or systems software configuration (e.g., the computer, computer platform,
operating systems and/or data base management system) specified in the Order Form, or, in the absence of any
such specification in the Order Form, the hardware and/or systems software configuration on which Infor generally
supports use of the Component System.
(k) “Intellectual Property Rights” means any and all rights in patents, patent applications, copyrights, copyright
registrations, trade secrets, trademarks and service marks (including, where applicable, all derivative works of the
foregoing).
(l) “Licensee Employees” means: (i) Licensee’s employees with a need to know; and (ii) third party consultants
engaged by Licensee who have a need to know, who have been pre-approved in writing by Infor, and who, prior to
obtaining access to the Component Systems, have executed an Infor-approved non-disclosure agreement and paid
any applicable fees.
(m) “Marketing Associate” means a third party entity specified on an Order Form which has an agreement with
Infor authorizing such third party to market the Component Systems and related services, maintenance and support
to Licensee.

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(n) “Object Code” means computer programs assembled, compiled, or converted to magnetic or electronic binary
form, which are readable and useable by computer equipment.
(o) “Order Form” means each order form or similar ordering document (including all Software Supplements)
between the parties incorporating the terms of this Agreement and/or the Support Agreement that sets forth the
Component Systems, associated fees and User Restrictions, among other terms.
(p) “Order Form Date” means the date identified on the applicable Order Form as the Order Form Date.
(q) “Recipient” means the party receiving Confidential Information hereunder.
(r) “Software Supplement” means, with respect to a Component System, the addendum attached to the
applicable Order Form that contains additional terms, conditions, limitations and/or other information pertaining to that
Component System. If any terms of a Software Supplement conflicts with any other terms of this Agreement or the
applicable Order Form, the terms of the Software Supplement will control.
(s) “Source Code” means computer programs written in higher-level programming languages and readable by
humans.
(t) “Support Agreement” means the Software Support Agreement entered into between the parties as of the
Effective Date.
(u) “Third Party Licensor” means a third party whose software products (“Third Party Products”) have been
made available to Infor for distribution and licensing under the terms of its agreement with Infor (a “Third Party
Agreement”).
(v) “User Restriction” means any Component System user restriction identified in an Order Form (for example,
and without limitation, number of named or concurrent users).
2. Right to Grant License and Ownership. Infor has the right to grant Licensee this license to use the
Component Systems. Infor either owns all right, title and interest to, or has the right to license, the Component
Systems.
3. License. Subject to the terms and conditions of this Agreement and the applicable Order Form (including,
without limitation, with respect to termination), Infor grants Licensee a perpetual (unless otherwise specified on the
Order Form), non-exclusive, non-transferable license (without the right to sublease or sublicense) to use the
Component Systems (including any updates, enhancements or modifications to such Component Systems that Infor
provides under the Support Agreement) on the Equipment for Licensee’s own, internal computing operations. The
computer readable media containing the Component Systems may also contain software programs for which
Licensee is not granted a license for use. Licensee may not make any use of any such software programs for which
Licensee is not expressly obtaining a license for use under this Agreement. Any rights not expressly granted in this
Agreement are expressly reserved.
(a) Documentation. Except as otherwise provided in the applicable Software Supplement, Licensee may make a
reasonable number of copies of the Documentation for each Component System for its internal use in accordance
with the terms of this Agreement.
(b) Additional Restrictions on Use of the Component Systems. Licensee’s use of the Component Systems is
subject to any User Restrictions specified in the applicable Order Form. Except to the extent contrary to applicable
law, Licensee is prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of the
Component Systems. Licensee is prohibited from using the Component Systems to provide service bureau data
processing services or to otherwise provide data processing services to third parties. Licensee will not allow the
Component Systems to be used by, or disclose all or any part of the Component Systems to, any person except
Licensee Employees. Licensee acknowledges and agrees that U.S. export control laws and other applicable export
and import laws govern its use of the Component Systems and Licensee will neither export or re-export, directly or
indirectly, the Component Systems, nor any direct product thereof in violation of such laws, or use the Component
Systems for any purpose prohibited by such laws. Licensee acknowledges that a special security program or code
(“Key”) may be required to operate the Component System. Any such Key may prevent the Component System from
operating (i) on any configuration other than the Equipment or (ii) for more than the maximum number of users
specified in an Order Form.
(c) Intellectual Property Rights Notices. Licensee is prohibited from removing or altering any of the Intellectual
Property Rights notice(s) embedded in or that Infor otherwise provides with the Component Systems. Licensee must
reproduce the unaltered Intellectual Property Rights notice(s) in any full or partial copies that Licensee makes of the
Component Systems.

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(d) Notice. To use any of the Component Systems, Licensee may also need to obtain, install and maintain Infor-
supported versions of certain software products, database software products and certain software/hardware
peripherals. By this notice, Infor is advising Licensee that Licensee should request information about such necessary
software products, database software products and software/hardware peripherals.
(e) Source Code. Unless otherwise explicitly provided in an Order Form, Licensee has no license to access or use,
or any other rights in or to, the Source Code for a particular Component System. If the Order Form grants Licensee
a license to use Source Code for a particular Component System, then Licensee has the limited right to use such
Source Code to modify such Component System for its own, internal computing operations. Subject to the foregoing,
Licensee will not disclose all or any part of the Source Code for a Component System to any person except Licensee
Employees who, before obtaining access to the Source Code, have been informed by Licensee in writing of the non-
disclosure obligations imposed on both Licensee and such Licensee Employees under this Agreement. Infor will own
all right, title and interest to all derivative works of the Component System (“Derivative Works”), even if solely
created by Licensee pursuant to a license to use Source Code hereunder. Licensee hereby assigns to Infor
absolutely all of its rights, title and interest in and to any Derivative Works created by the Licensee together with all
Intellectual Property Rights therein. Subject to the terms and conditions of this Agreement, Infor grants Licensee (if
licensed to use Source Code hereunder) a perpetual (unless otherwise specified in the Order Form), non-exclusive,
non-transferable license (without the right to sublease or sublicense) to use and copy for use the Derivative Works
created by Licensee or created by Infor at Licensee’s request and payment, for Licensee’s own, internal computing
operations. Upon Infor’s request, Licensee will provide Infor with a copy (including all documentation related thereto)
of all Derivative Works created by Licensee and will execute and deliver to Infor any documents reasonably
necessary to vest in Infor all right, title and interest therein.
4. Delivery. Except as otherwise provided in the applicable Order Form, the Delivery Date shall not be later than
thirty (30) days after the Order Form Date.
5. Payment and Taxes.
(a) Payment. Licensee will pay Infor all license fees (as specified on an Order Form) within fifteen (15) days of the
Order Form Date and all invoices within thirty (30) days of the date of invoice. The Contractor shall have all rights
and remedies available for payment default as set forth in the Arizona Revised Statutes §35-342 and 11-622.
(b) Taxes and Shipping Charges. Licensee is responsible for paying all taxe s (except for taxes based on Infor’s
net income or capital stock) and shipping charges relating to this Agreement, the Component Systems, any services
provided and payments made under this Agreement. Applicable tax amounts (if any) are not included in the fees set
forth in this Agreement and any Order Form. Infor will invoice Licensee for applicable tax and shipping amounts and
such invoices are due upon Licensee’s receipt thereof.
6. Limited Warranty, Disclaimer of Warranty and Remedies.
(a) Limited Software Warranty by Infor and Remedy For Breach. Infor warrants that each Component
System licensed to Licensee will operate without a Documented Defect for a period of ninety (90) days
from the Delivery Date. Infor warrants that the media on which the Component System is delivered will
be free of material defects in material and workmanship for a period of ninety (90) days from the Delivery
Date. Infor’s sole obligation with respect to a breach of either of the foregoing warranties shall be to
repair or replace the Component System or media giving rise to the breach of warranty. If Infor is unable
to repair or replace such Component System or media within a reasonable period of time, then, subject to
the limitations set forth in Section 15 of this Agreement, Licensee may pursue its remedies at law to
recover direct damages resulting from the breach of the applicable warranty. The remedies in this
Section 6(a) are exclusive and in lieu of all other remedies, and represent Infor’s sole obligations, for a
breach of the foregoing warranties. Licensee must provide notice to Infor of any warranty claim within the
warranty period.
(b) Disclaimer of Warranty. The limited warranties in this Section 6 are made to Licensee exclusively and are in
lieu of all other warranties. INFOR MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED,
WITH REGARD TO THE COMPONENT SYSTEMS, IN WHOLE OR IN PART, OR ANY OTHER MATTER UNDER
THIS AGREEMENT. INFOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. INFOR EXPRESSLY DOES NOT
WARRANT THAT THE COMPONENT SYSTEMS, IN WHOLE OR IN PART, WILL BE ERROR FREE, WILL
OPERATE WITHOUT INTERRUPTION, WILL BE COMPATIBLE WITH ANY HARDWARE OR SYSTEMS
SOFTWARE CONFIGURATION OTHER THAN THE EQUIPMENT, OR WILL MEET LICENSEE’S
REQUIREMENTS.
(c) Abrogation of Limited Warranty. Infor will have no obligation under this Section 6 to the extent that any alleged
breach of warranty is caused by: (i) any modification of the Component System; (ii) Licensee’s failure to promptly

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implement changes that Infor provides to correct or improve the Component System; or (iii) the use or combination of
the Component System with any computer, computer platform, operating system and/or data base management
system other than the Equipment. To the extent that an alleged breach of warranty concerns a Third Party Product
that is subject to a more limited warranty under a Third Party Agreement than specified in Section 6(a) above, Infor’s
obligations hereunder will be further limited accordingly. The limited warranty in Section 6(a) shall not apply to (x)
updates, enhancements or modifications provided under the Support Agreement or (y) previously licensed
Component Systems for which Licensee is changing User Restrictions (e.g., without limitation, adding users) under
an Order Form.
(d) FAILURE OF ESSENTIAL PURPOSE. THE PARTIES HAVE AGREED THAT THE LIMITATIONS
SPECIFIED IN SECTIONS 6 AND 15 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED
IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF
WHETHER LICENSEE HAS ACCEPTED ANY COMPONENT SYSTEMS OR SERVICE UNDER THIS
AGREEMENT.
(e) HIGH RISK ACTIVITIES. THE COMPONENT SYSTEMS ARE NOT FAULT-TOLERANT AND ARE NOT
DESIGNED, MANUFACTURED OR INTENDED FOR USE AS ON-LINE CONTROL EQUIPMENT IN HAZARDOUS
ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR
FACILITIES, AIRCRAFT NAVIGATION OR AIRCRAFT COMMUNICATION SYSTEMS, MASS TRANSIT, AIR
TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE
OF THE COMPONENT SYSTEMS COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE
PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES"). ACCORDINGLY, INFOR DISCLAIMS
ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. LICENSEE AGREES
THAT INFOR SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM OR RELATED TO
THE USE OF THE COMPONENT SYSTEMS IN SUCH APPLICATIONS.
7. Confidential Information. Except as otherwise permitted under this Agreement, the Recipient will not disclose
to any third party, or make any use of the Discloser’s Confidential Information as permitted by Arizona law. The
Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser’s Confidential
Information that it uses to maintain the confidentiality of its own Confidential Information, but in no event less than
reasonable care. Except in connection with the Component Systems and any software programs provided with the
Component Systems, the non-disclosure and non-use obligations of this Agreement will remain in full force with
respect to each item of Confidential Information for a period of ten (10) years after Recipient’s receipt of that item.
However, Licensee’s obligations to maintain both the Component Systems and any software programs provided with
the Component Systems, including all algorithms, methods, techniques, code and processes revealed therein, as
confidential will survive in perpetuity.
8. Indemnity by Infor. Infor will defend, indemnify and hold Licensee harmless from and against any loss, cost
and expense that Licensee incurs because of a third party claim that the Component System infringes any copyright
of others. Infor’s obligations under this indemnification are expressly conditioned on the following: (i) Licensee must
promptly notify Infor of any such claim; (ii) Licensee must in writing grant Infor sole control of the defense of any such
claim and of all negotiations for its settlement or compromise (if Licensee chooses to represent its own interests in
any such action, Licensee may do so at its own expense, but such representation must not prejudice Infor’s right to
control the defense of the claim and negotiate its settlement or compromise); (iii) Licensee must cooperate with Infor
to facilitate the settlement or defense of the claim. Infor will not have any liability hereunder to the extent the claim
arises from (a) any modification of the Component System; or (b) the use or combination of the Component System
with any computer, computer platform, operating system and/or data base management system other than the
Equipment. If any Component System is, or in Infor’s opinion is likely to become, the subject of a copyright
infringement claim, then Infor, at its sole option and expense, will either: (A) obtain for Licensee the right to continue
using the Component System under the terms of this Agreement; (B) replace the Component System with products
that are substantially equivalent in function, or modify the Component System so that it becomes non-infringing and
substantially equivalent in function; or (C) refund to Licensee the portion of the license fee paid to Infor for the
Component System(s) giving rise to the infringement claim, less a charge for use by Licensee based on straight line
depreciation assuming a useful life of five (5) years, provided that Licensee has returned or destroyed and
discontinued its use of such Component System. Notwithstanding anything to the contrary herein, to the extent that a
third party claim of copyright infringement concerns a Third Party Product that is subject to a more limited
indemnification protection under a Third Party Agreement than specified herein, Infor’s obligations hereunder will be
further limited accordingly. THE FOREGOING SETS FORTH INFOR’S EXCLUSIVE OBLIGATION AND LIABILITY
WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
9. Term and Termination.
(a) Right of Termination. If either party materially breaches any material obligation in this Agreement or an Order
Form (including, without limitation, any obligation to pay license fees), and fails to remedy such breach (if such
breach can be remedied) within thirty (30) days of receipt of written notice of such breach, the other party may
terminate this Agreement (including all Order Forms hereunder). Notwithstanding the foregoing, to the extent such

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material breach cannot be remedied through efforts of the breaching party, the other party has the right to terminate
this Agreement (including all Order Forms hereunder) on less than thirty days’ written notice. Notice to Infor of an
alleged breach of warranty will not constitute a notice of termination of this Agreement.
(b) Effect of Termination. Upon termination of this Agreement by either party, Licensee will discontinue further use
of the Component Systems, and will promptly return to Infor or (at Infor’s request) destroy all copies of the
Component Systems, and will certify to Infor in writing, over the signature of a duly authorized representative of
Licensee, that it has done so. Termination of this Agreement will not relieve either party from making payments
which may be owing to the other party under the terms of this Agreement.
(c) Survival of Obligations. All obligations relating to non-use and non-disclosure of Confidential Information,
indemnity, limitation of liability, and such other terms which by their nature survive termination, will survive termination
of this Agreement.
(d) Termination Without Prejudice to Other Rights and Remedies. Termination of this Agreement will be without
prejudice to either party pursuing any other remedies available to it.
10. Notices. All notices and other communications required or permitted under this Agreement or required by law
must be in writing and will be deemed given when: delivered personally; sent by registered or certified mail, return
receipt requested; transmitted by facsimile confirmed by first class mail; or sent by overnight courier. Notices must be
sent to a party at its address shown on the signature page of this Agreement, or to such other place as the party may
subsequently designate for its receipt of notices in accordance with this Section. Licensee must promptly send
copies of any notice of material breach and/or termination of the Agreement to Infor, Attention: General Counsel, 40
General Warren Blvd Suite # 110, Malvern, PA 19355, USA, FAX number 678-319-8949, or to such other place as
Infor may subsequently designate for its receipt of notices.
11. Force Majeure. Except with respect to the payment of fees hereunder, neither party will be liable to the other
for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control,
including acts of war, terrorist acts, natural disasters, accident, labor disruption, acts, omissions and defaults of third
parties and official, governmental and judicial action not the fault of the party failing or delaying in performance, or the
threat of any of the foregoing.
12. Assignment. Licensee may not assign or otherwise transfer any of its rights or obligations under this
Agreement, whether by law or otherwise, and any attempt at such assignment will be void without the prior written
consent of Infor. For purposes of this Agreement, “assignment” shall include use of the Component Systems for
benefit of any third party to a merger, acquisition and/or other consolidation by, with or of Licensee, including any new
or surviving entity that results from such merger, acquisition and/or other consolidation.
13. No Waiver. A party’s failure to enforce its rights with respect to any single or continuing breach of this
Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or
any subsequent breach.
14. Choice of Law; Severability. This Agreement will be governed by and construed under the laws of the State
of Arizona, as applicable to agreements executed and wholly performed therein, but without regard to the choice of
law provisions thereof. This Agreement is originally written in the English language and the English language version
shall control over any translations. If any provision of this Agreement is illegal or unenforceable, it will be deemed
stricken from the Agreement and the remaining provisions of the Agreement will remain in full force and effect. The
United Nations Convention on the International Sale of Goods (CISG) shall not apply to the interpretation or
enforcement of this Agreement.
15. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF INFOR. THE TOTAL LIABILITY OF INFOR, ITS AFFILIATES AND THIRD
PARTY LICENSORS IN CONNECTION WITH THE COMPONENT SYSTEMS, THIS LICENSE OR ANY OTHER
MATTER RELATING TO THIS AGREEMENT (WHATEVER THE BASIS FOR THE CAUSE OF ACTION) SHALL
NOT EXCEED THE FEE THAT LICENSEE ACTUALLY PAID TO INFOR (OR, IF NO DISCRETE FEE IS
IDENTIFIED IN THE APPLICABLE ORDER FORM, THE FEE REASONABLY ASCRIBED BY INFOR) FOR THE
COMPONENT SYSTEM GIVING RISE TO THE LIABILITY.
(b) EXCLUSION OF DAMAGES. IN NO EVENT SHALL INFOR, ITS AFFILIATES OR THIRD PARTY
LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR
DAMAGES FOR LOST PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT INFOR HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.

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16. Compliance With Laws. Licensee will comply with all laws, rules and regulations applicable to the use of the
Component Systems.
17. Audit Rights. Infor (including any third party auditor retained by Infor) may audit the records and systems of
Licensee to ensure compliance with the terms of this Agreement and each applicable Order Form(s). Infor will notify
Licensee in writing at least ten (10) business days prior to any such audit. Any such audit will be conducted during
Licensee’s regular business hours at Licensee’s location and will not interfere unreasonably with Licensee’s business
activities. Infor may audit Licensee no more than once in any six (6) month period. If an audit reveals that Licensee
is using a Component System beyond the scope of the license granted herein (such as for example, for a number of
users greater than those that Licensee licensed pursuant to this Agreement), then, in addition to any other remedies
available to Infor, Licensee will promptly reimburse Infor for the cost of such audit and pay Infor the underpaid license
fees therefore and associated fees for Support (as defined in the Support Agreement), based on Infor’s then-current
list rates, as well as any applicable late charges.
18. Miscellaneous. Infor shall be permitted to reference this Agreement in one or more press releases; otherwise,
no public statements concerning the existence or terms of this Agreement will be made or released to any medium
except with the prior approval of both parties or as required by law. Infor and Licensee are independent contractors
under this Agreement, and nothing herein will be construed to create a partnership, joint venture or agency
relationship between them. This Agreement shall be construed as if drafted by both parties and shall not be strictly
construed against either party. Infor is an Equal Employment Opportunity employer. As such, 41 CFR 60-1.4(a), 60-
250.5, & 60-741.5 are herein incorporated by reference.
19. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to its subject
matter, and supersedes and terminates all prior oral and written communications between the parties about its
subject matter. Any purchase order or similar document that may be issued by Licensee in connection with this
Agreement does not modify this Agreement. No modification of this Agreement will be effective unless it is in writing,
is signed by each party, and expressly provides that it amends this Agreement; provided, however, that a modification
mutually agreed to pursuant to a click-thru or click-wrap agreement delivered by Infor will be effective. This
Agreement and any signed agreement or instrument entered into in connection herewith or contemplated hereby, and
any amendments hereto or thereto, to the extent signed and delivered by means of digital imaging, electronic mail or
a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be
considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
This Agreement and all Order Forms entered into pursuant hereto may be signed in counterparts.

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EXHIBIT E
CONTRACTOR TRAVEL AND PER DIEM POLICY
1.0 All 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): http://www.gsa.gov/portal/category/100120.
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-

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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

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INFOR (US), INC., 13560 MORRIS RD., ALPHARETTA, GA 30004
PRICING SHEET: NIGP CODE 92045
Terms: NET 30
Vendor Number: 2011003066 0
Certificates of Insurance Required
Contract Period: To cover the period ending April 30, 2016 2019.