FINAL CONTRACT.PDF

SOLE SOURCE CONTRACT
e• 37. o9.oil• 3•o0
SERIAL 09028-SS
This Contract is entered into this 18th day of March 2009 by and between Maricopa County, a political subdivision
of the State of Arizona, and Windsor Management Group (Contractor) for the purchase of Infinite Visions Software
and support.
1.0 TERM:
1.1 This Contract is for a term of five (5) years, beginning on the 1 day of April, 2009 and ending the
31st day of March, 2014.
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 five (5) years, (or at the County's sole
discretion, 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 thirty (30) calendar days prior to the expiration of the original contract term, or any
additional term thereafter.
2.0 INVOICES AND PAYMENTS:
2.1 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
• Contract Item number(s)
Description of services
• Pricing per unit of service
• Extended price
• Total Amount Due
2.2 Problems regarding billing or invoicing shall be directed to the using agency as listed on the
Purchase Order.
2.3 Payment shall be made to the Respondent by Accounts Payable through the Maricopa County
Vendor Express Payment Program. This is an Electronic Funds Transfer

(EFT) process. After Award the Respondent may fill-out an EFT Enrollment form located on the
Maricopa County Department of Finance Website as a tillable PDF document
(wwwsnaricopa.gov/finance/).
2.4 EFT payments to the routing and account numbers designated by the Respondent will include the
details on the specific invoices that the payment covers, The Respondent 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)
Tax shall not be levied against labor. Sales/use tax will he determined by County.
5.0 DUTIES:
5.1 The Contractor shall perform all duties stated in Exhibit "B."
5.2 The Contractor shall perform services as stated in Exhibit "B," or as otherwise directed in writing.
6.0 POST AWARD MEETING:
The Contractor may be required to attend a post-award meeting with the Using Agency to discuss the terms and
conditions of the Contract. This meeting will be coordinated by the Procurement Officer of the Contract.
7.0 TERMS & CONDITIONS:
7.1 INDEMNIFICATION:
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless
County, its agents, representatives, officers, directors, officials, and employees from and against
all claims, damages, losses and expenses, including, but not limited to, attorney fees, court costs,
expert witness fees, and the cost of appellate proceedings, relating to, arising out of or alleged to
have resulted from the negligent acts, errors, omissions or mistakes relating to the performance of
this Contract. Contractor's duty to defend, indemnify and hold harmless County, its agents,
representatives, officers, directors, officials, and employees shall arise in connection with any
claim, damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or
injury to, impairment, or destruction of property, including loss of use resulting there from, caused
by any negligent acts, errors, omissions or mistakes in the performance of this Contract including
any person for whose acts, errors, omissions or mistakes Contractor may be legally liable,
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.
The scope of this indemnification does not extend to the sole negligence of County.
7.2 INSURANCE REQUIREMENTS:
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 B++6. 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.

Al] insurance required herein shall be maintained in full force and effect until all work or service
required to be performed under the terms of the Contract is satisfactorily completed and formally
accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this
Contract.
Contractor's insurance shall be primary insurance as respects County, and any insurance or self-
insurance maintained by County shall not contribute to it.
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.
The insurance policies may provide coverage that contains deductibles or self-insured retentions.
Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage
provided to County under such policies. Contactor shall be solely responsible for the deductible
and/or self-insured retention and County, at its option, may require Contractor to secure payment
of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional
letter of credit.
County reserves the right to request and to receive, within 10 working days, certified copies of any
or all of the herein required insurance policies and/or endorsements. County shall not be obligated,
however, to review such policies and/or endorsements or to advise Contractor of any deficiencies
in such policies and endorsements, and such receipt shall not relieve Contractor from, or be
deemed a waiver of County's right to insist on strict fulfillment of Contractor's obligations under
this Contract.
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,
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.
7.2.1 Commercial General Liability:
Commercial General Liability insurance and, if necessary, Commercial Umbrella
insurance with a limit of not less than $1,000,000 for each occurrence, $2,000,000
Products/Completed Operations Aggregate, and $2,000,000 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.
7.2.2 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 $1,000.000 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.

7,2,3 Workers' Compensation:
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
$100,000 for each accident, $100,000 disease for each employee, and $500,000 disease
policy limit.
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.
7.2.4 Certificates of Insurance.
7.2.4.1 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
48 hours notice. BY SIGNING THE AGREEMENT PAGE THE
CONTRACTOR AGREES TO THIS REQUIREMENT AND FAILURE
TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION
OF CONTRACT.
In the event any insurance policy (ies) required by this contract is (are) written
on a "claims made" basis, coverage shall extend for two years past completion
and acceptance of Contractor's work or services and as evidenced by annual
Certificates of Insurance.
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.
7.2.5 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.
7.3 WARRANTY OF SERVICES:
7.3.1 The Contractor warrants that all services provided hereunder will 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.
7.3.2 In addition to its other remedies, County may, at the Contractor's expense, require prompt
correction of any services failing to meet the Contractor's warranty herein. 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.
CONTRACTOR CANNOT ASSURE YOU THAT THE PERFORMANCE OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. CONTRACTOR
WILL MAKE EVERY ATTEMPT TO CORRECT REPORTED SOFTWARE ERRORS
(ERRORS DO NOT INCLUDE FUNCTIONAL ENHANCEMENTS OR FEATURES
THAT THE CUSTOMER MAY DECIDE ARE NECESSARY) IN A REASONABLE
TIME PERIOD. CONTRACTOR DISCLAIMS ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH
RESPECT TO ALL GOODS AND SERVICES FURNISHED UNDER THIS
AGREEMENT.

7.4 PROCUREMENT CARD ORDERING:
The County may determine to use a MasterCard Procurement Card, to place and/or make payment
for orders under the Contract.
7.5 INTERNET COMMUNICATIONS AND ORDERING:
The County may at its option use the Internet to communicate and to place orders under this
Contract.
7.6 NOTICES:
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County Materials Management Department
Attn: Director of Purchasing
320 West Lincoln Street
Phoenix, Arizona 85003
For Contractor:
Windsor Management Group.
Attn: Bruce Borcher
8950 South 52nd St. Suite 309
Tempe, AZ 85284
7.7 PRICE ADJUSTMENTS:
Any requests for reasonable price adjustments must be submitted sixty (60) days prior to the
Contract expiration. 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.
7.8 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
under the Contract shall become the property of and be delivered to the County upon demand.
The Contractor shall be entitled to receive just and equitable compensation for work in progress,
work completed and materials accepted before the effective date of the termination.
7.9 TERMINATION FOR DEFAULT:
7.9.1 In addition to the rights reserved in the Contract, the County may terminate the Contract
in whole or in part due to the failure of the Contractor to comply with any term or
condition of the Contract, to acquire and maintain all required insurance policies, bonds,
licenses and permits, or to make satisfactory progress in performing the Contract. The
Procurement Officer shall provide written notice of the termination and the reasons for it
to the Contractor.
7.9.2 Upon termination under this paragraph, 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.

7.9.3 The County may, upon termination of this Contract, procure, on terms and in the manner
that it deems appropriate, materials or services to replace those under this Contract. The
Contractor shall be liable to the County for any excess costs incurred by the County in
procuring materials or services in substitution for those due from the Contractor.
7.9.4 The Contractor shall continue to perform, in accordance with the requirements of the
Contract, up to the date of termination, as directed in the termination notice.
7.10 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST:
Notice is given that pursuant to A.R.S. §38-511 the County may cancel this Contract without
penalty or further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County is at any time while the Contract or any extension of the Contract is in effect,
an employee or agent of any other party to the Contract in any capacity or consultant to any other
party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to
A.R.S §38-511 the County may recoup any fee or commission paid or due to any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on
behalf of the County from any other party to the contract arising as the result of the Contract.
7.11 OFFSET FOR DAMAGES:
7.11.1 In addition to all other remedies at law or equity, the County may offset from any money
due to the Contractor any amounts Contractor owes to the County for damages resulting
from breach or deficiencies in performance under this contract.
7.11.2 Limitations of Remedy and Liability
The County's exclusive remedy and the Contractor's entire liability in contract, tort or
otherwise is for charges paid by the County for the software support services furnished
under this agreement during the twelve months preceding the date of the loss.
The County and the Contractor are not liable for any indirect, special or consequential
damages or lost profits to anyone arising out of this Contract or the use of any equipment,
product, documentation or services.
7.12 ADDITIONS/DELETIONS OF SERVICE:
The County reserves the right to add and/or delete products and/or services provided under this
Contract. If a requirement is deleted, payment to the Contractor will be reduced proportionately to
the amount of service reduced in accordance with the proposal price. If additional services and/or
products are required from this Contract, prices for such additions will be negotiated between the
Contractor and the County.
7.13 RELATIONSHIPS:
In the performance of the services described herein, the Contractor shall act safely 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.
7.14 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.
7.15 AMENDMENTS:
All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa
County Materials Management shall be responsible for approving all amendments for County.

7.16 RETENTION OF RECORDS:
The Contractor agrees to retain all financial books, records, and other documents relevant to this
Contract for five (5) years after final payment or until after the resolution of any audit questions
which could be more than five (5) years, whichever is longer. The County, County, Federal or
State auditors and any other persons duly authorized by the Department shall have full access to,
and the right to examine, copy and make use of, any and all said materials.
If the Contractor's books, records and other documents relevant to this Contract are not sufficient
to support and document that requested services were provided, the Contractor shall reimburse
County for the services not so adequately supported and documented.
7.17 AUDIT DISALLOWANCES:
If at any time, County determines that a cost for which payment has been made is a disallowed
cost, such as overpayment, County shall notify the Contractor in writing of the disallowance.
County shall also state the means of correction, which may be but shall not be limited to
adjustment of any future claim submitted by the Contractor by the amount of the disallowance, or
to require repayment of the disallowed amount by the Contractor.
7.1.8 ALTERNATIVE DISPUTE RESOLUTION:
7.18.1 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:
7.18.1.1 Render a decision;
7.18.1.2 Notify the parties that the exhibits are available for retrieval; and
7.18.1.3 Notify the parties of the decision in writing (a letter to the parties or their
counsel shall suffice).
7.18.2 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.
7.18.3 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.
7.19 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41-
4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS:
7.19.1 By entering into the Contract, the Contractor warrants compliance with the Federal
Immigration and Nationality Act (FINA) and all other Federal immigration laws and
regulations related to the immigration status of its employees. 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 (1-9) as required by the U.S. Department of
Labor's Immigration and Control Act, for all employees performing work under the
Contract. 1-9 forms are available for download at USCIS.GOV .
7.19.2 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 department of the Contractor. All costs
necessary to verify compliance are the responsibility of the Contractor.
7.20 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §§35-
391.06 AND 35-393.06 BUSINESS RELATIONS WITH SUDAN AND IRAN:
7.20,1 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.
7.20.2 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 department of the Contractor. All costs
necessary to verify compliance are the responsibility of the Contractor.
7.21 AVA1LABILITY OF FUNDS:
7.21.1 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.
7.21.2 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.
7.22 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 records and accounts relating to the work performed or the services provided under
this Contract.
7.22.1 If any of the services do not conform with Contract requirements, County may require the
Contractor to perform the services again in conformity with Contract requirements, at on
increase in Contract amount. When the defects in services cannot be corrected by re-
performance, County may:
7.22.1.1 Require the Contractor to take necessary action to ensure that future
performance conforms to Contract requirements; and

7.2212 Reduce the Contract price to reflect the reduced value of the services
performed.
7.22.2 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:
7.22.2.1 By Contract or otherwise, perform the services and charge to the Contractor
any cost incurred by County that is directly related to the performance of such
service; or
7.22.2.2 Terminate the Contract for default.
7.23 STRICT COMPLIANCE
Acceptance by County of performance not in strict compliance with the terms hereof shall not be
deemed to waive the requirement of strict compliance for all future performance obligations. All
changes in performance obligations under this Contract must be in writing.
7.24 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.
7.25 RIGHTS IN DATA:
The County shall own have the use of all data and reports resulting from this Contract without
additional cost or other restriction except as provided by law. Each party shall supply to the other
party, upon request, any available information that is relevant to this Contract and to the
performance hereunder.
7.26 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.
7.27 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
7.28 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
7.28.1 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:
7.28.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any Federal
Department or agency;
7.28.1.2 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;

7.28.1.3 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
7.28.1.4 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.
7.28.2 Should the Contractor not be able to provide this certification, an explanation as to why
should be attached to the Contact.
7.28.3 The Contractor agrees to include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors) and in all solicitations for
lower tier covered transactions related to this Contract.
7.29 OWNERSHIP OF SOFTWARE:
Contractor has developed and owns a proprietary software system for use by school districts and
other public agencies for financial recordkeeping and budgeting purposes, which consists of
several modules or components, which are marketed by Contractor under the trademark INFINITE
VISIONS®. Each module may be used by itself or as part of a system containing more than one
module. A portion of the Scope of Work consists of licensing to the County the software
developed by Contractor. The County expressly acknowledges and agrees that it will be a
nonexclusive licensee only of that software and that Contractor owns all rights to the software,
including any enhancements, improvements and upgrades that may be developed in the course of
performing the services called for in the Scope of Work. The County also expressly acknowledges
that the trademarks, service marks, copyrights and proprietary information developed by
Contractor and used in connection with the services called for in the Scope of Work are owned by
Contractor and that the County has no rights to use them except as provided in this Contract.
7.30 SPECIAL INSOLVENCY PROVISION:
Notwithstanding any other term of this Contract, Contractor agrees than in the event it is
adjudicated bankrupt or ceases to do business, and this Contract is not assumed by a successor
which has the capability to perform satisfactorily hereunder, Contractor will supply to the County
for its use the source and object codes for the software licensed to the County. The County may
thereafter use the source and object codes in the manner contemplated by the Contract but no other
manner and may not sublicense to or allow the use of the codes by any other person or agency.
7.31 ADDITIONAL LICENSING PROVISIONS:
The software license granted by Contractor to the County in this Contract is limited to use with
respect to school districts in the County with fewer than 4,000 students or those Districts that were
being hosted on the County's AS400 as of January 1, 2004.
7.32 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.
7.33 INCORPORATION OF DOCUMENTS:
The following are to be attached to and made part of this Contract.
7.33.1 Exhibit A, Pricing.
7.33.2 Exhibit B, Scope of Work.
7.33.3 Exhibit C, Contractor Travel Policy.

IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
CONTRACTOR
f;
AUTHORIZED SIGNATURE
Bruce A. Borcher, Member Manager
PRINTED NAME AND TITLE
8950 S. 52'd Street, Suite 309, Tempe, AZ 85284
ADDRESS
03/04/2009
DATE
MARICOPA COUNTY
MAR 2 7 2001
CHAIRMAN, BOARD OF SUPERVISORS DATE
MAR 2 7 2009
DATE
DATE

EXHIBIT A
PRICING
SERIAL 09028-SS
MGT CODE: 20810
RESPONDENT NAME: Windsor Management Group, LLC
VENDOR NUMBER : 86-0811316
ADDRESS: 8950 S. 52'd Street, Suite 309
Tempe, AZ 85284
P.O. ADDRESS:
TELEPHONE NUMBER: 480-777-7166
FACSIM1LY NUMBER: 480-777-7164
WEB SITE: www.infinitevisions.com
REPRESENTATIVE: Bruce Borcher
REPRESENTATIVE E-MAIL: bruceb@infinitevisions.com
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS
CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT:
WILL OFFER REBATE (CASH OR CREDIT) FOR UTILIZING PROCURE ENT CARD:
(Payment shall be made within 48 hours of utilizing the Purchasing Card)
PAYMENT TERMS: RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING.
PAYMENT TERMS WILL BE CONSIDERED IN DETERMINING LOW BID. FAILURE TO
CHOOSE PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS.
[3 NET 10 DAYS [ ] NET 45 DAYS [1 1% 10 DAYS NET 30 DAYS
[ ] NET 15 DAYS [1 NET 60 DAYS [ ] 2% 30 DAYS NET 31 DAYS
[I NET 20 DAYS [ ] NET 90 DAYS [ ] 1% 30 DAYS NET 31 DAYS
[ 1 NET 30 DAYS [X] 2% 10 DAYS NET 30 DAYS [ ] 5% 30 DAYS NET 31 DAYS
Pre-pay
Amount Annual Cost Total
Year Support Amount Total f5yr) Per Student ADM
1 150,981
2 157,020
3 163,301
4 169,833
5 176,626
Subtotal 817,762 776,874
$ 2.16 72,000.00
Assumptions
Original Contract called for 4%
annual increase in support contract
Contractor provided 5% discount for prepayment

EXHIBIT B
Your Infinite Visions ® Support Agreement
The intent of this document is to clearly define for all Windsor Management Group's (WMG)
customers the terms and conditions associated with your annual Infinite Visions Fund
Accounting Technical Support Agreement. This document will also clarify what you, as a WMG
customer can expect to receive as part of this agreement, and what is not covered and will be
quoted separately as a billable service.
4:+1. Windsor Management Group is committed to providing our customers with the best possible
technical support for your Infinite Visions Fund Accounting system. To help facilitate this
high level of technical support we require an operating environment that will allow WMG
proper access to your system for diagnostic purposes. All customers running Infinite Visions
are required to allow WMG to establish an internet connection to their Infinite Visions
Server(s), and the desktop computers of the districts accounting staff.
Your Support Agreement In chides:
The following are some guidelines to help you understand what is included with your annual
support agreement and what is not.
Product maintenance
Product enhancements
Regulatory changes
D Software maintenance releases and enhancements are shipped automatically or made
available through the Internet to all clients with a current support subscription. They
include:
• Program fixes and minor enhancements which have been approved through the
"Software Action Request (SAR) process
• New versions containing major enhancements
• Regulatory changes mandated by your state of the Federal government, such as
099s,
W-2s or state mandated reports
Documentation and on-line help text updates as necessary
Updated user guides
Loading instructions
Product Alerts
Access to on-line tutorials
Toll free telephone technical support
Please note: Old versions or releases of Infinite Visions are maintained by Technical Support for eight weeks
following the release date of a replacement version or release. After which you may be required to update to the
latest version before receiving support,
Telephone Support
The technical support line is available to assist you with:
D Advice or clarification on product functionality or instructions contained in the
documentation

Initial installation of software or installation of updates.
Diagnosing and reporting suspected software or documentation problems
4. Toll free technical support can be obtained during normal business hours by calling the
Infinite Visions Technical Support Response Line at (888) 654-3293, option #2.
WMG's normal business hours are:
7:00 AM -5:00 PM MST, (Excluding WMG observed holidays)
WMG's holiday schedule will be published on our web site at;
WWW. in finitevisions.com
How Technical support works
• A Call Coordinator answers all calls and assigns a call reference number to your request for service.
Please keep your call reference number and refer to it any time you are requesting additional support for
that particular problem. (A new number will be assigned to each new problem)
• Specialists return calls on a first-come, first-served basis (Payroll questions are given priority). WMG's
goal is to respond to all calls within four business hours and to resolve all problems within one business
day; however WMG will make every reasonable effort to respond to calls in the quickest possible manner.
• Technical support is only available to business office staff who have completed a certified Infinite Visions
training class pertaining to the particular module for which service is being requested. (WMG cannot
support your remote site users, they must request assistance through one of your trained business off staff).
• Emergency after hours support service is available between 5:00 PM and 0:00 PM MST Monday through
Friday. This service is billable at the cinTent published WMG hourly rate, minimum one half-hour. To
activate this service select option #3 any time during the after hours support greeting. Leave your message
and the support analyst on call will be paged.
Please note: The Support Line is not a substitute for training. A business office staff member that has successfully
completed a .certified Infinite Visions product-training course on the module in question must make all calls for
technical support. Support analysts have the right to refuse service to individuals who have not completed the
required training.
Internet Teehnical Support
Customers with a valid Infinite Visions support agreement can log onto www.infinitevisions.com and download
program updates and product documentation as well as view on-line tutorials. You also have the ability to log your
own support call by using the "Support Self Service" tools. Passwords for installation can be obtained by contacting
WMG.
Not Included in Your TfiltIG Infinite Visions Support Agreement
Training on non-WMG products
Support for multiple database sets (unless authorized by WMG)
Training of Infinite Visions products over the telephone
r:. Support for other vendors' hardware or software products
Support for networks (hardware or software)
Support or maintenance for software versions or releases that are more than eight
weeks old
Support for Generally Accepted Accounting Procedures
Requirements requiring customization of the software as it is shipped

Support Prerequisite Requirements
Prerequisite to receiving support services for a specified software module (See Attachment "A") each client staff
must have completed the corresponding training program facilitated by a certified Infinite Visions trainer. Training
classes range in length from one to six days and can be conducted either at the customer site, via web training, or at
the WMG training center in Tempe Arizona. For more information on WMG training classes please contact the
Professional Services department at 1-888-654-3293
Course Code Course Name
APNUTS Purchasing Sz, Payables
PRNUTS Payroll
I GLNUTS General Ledger
HRNUTS Human Resources
FANUTS Fixed Assets
DACNUTS Distributed Accountability Centers
BVNUTS Budget Vision
ARNUTS Accounts Receivable
Definitions
Software "Software" refers to those program modules specified herein. Software includes all codes and
programs included with the modules regardless of language, medium, or format in which they may
be stored, recorded or communicated. Software does not include modifications to the listed
products, unless those modifications are made by WMG and are included as "Enhancements and
Updates".
Support 4Support" includes
Telephone consultation.
Enhancements and Updates
Correction of errors in software or documentation
(See attachment "B" for details)
Documentation 'Documentation" means all standard user information delivered to you by WMG regarding the Software including but not limited to
instructions, on-line help, writings, manuals, messages, and other publications of the licensor, which may describe or explain the Software
Central Support Services
For the basic support fees, WMG will provide the licensed entity Software Support on one set of data files, consisting of:
A. Telephone assistance, which will be available Monday through Friday during the normal WMG business hours (7:00AM to 5i00PM Mountain
Standard Time) exclusive of WMG holidays.
B. One (1) copy of any and all corrections furnished by WMG to its Support Service customers
C. Diagnostic services needed to correct errors in the Software or Documentation. The customer is responsible for providing WMG with sufficient
information, data and portions of the Software seas to allow WMG to reproduce the error.
D. Documentation updates as necessary
E. Updates to user guides and help text
F. Product Alerts
G, Technical Bulletins
H. Internet access to program updates
Enhancements and Updates
Enhancements and Updates include the following:
A. Software changes necessitated by operating system changes initiated by your hardware
B. New releases of the software
C. Error Corrections
D. Improvements to the Software per WMG's discretion
E Improvements required by state regulatory agencies
F. New program products are not included

Enhancements and Updates, upon delivery to you, are considered to be licensed to you by WMG on the same terms and conditions as the license
agreement under which you were originally licensed the Software.
Additional Services
Support for versions of the software that have been replaced by a newer version will only be supported for 40 days foliowing the release of the newer version,
support for older versions will be billed to the client. Telephone support outside of WMG's normal business hours is available as part of the VVMG "Emergency
After-Hours" support program. Calls placed for old versions or 'after-hours" will be billable to the client at the then-current rates. Calls will be a minimum of one
half (1/2) hour and will increase in increments of fifteen (15) minutes
Customer Responsibilities
WMG Support Services are furnished to you with the understanding and expectation that the Software, as licensed to you, will be installed and used in an
operating environment which is;
A. Approved for such use by WMG
B. Capable of remote access to Software
C. Properly maintained and backed up on a regular rotating schedule
D. Free of any other programming, which might interfere with the functioning of the Software
E. Undamaged and operated in accordance with the manufacture's specifications
F. Upgraded as necessary to accommodate future releases and versions of the Software which may become eligible for support under the Agreement
G. Staffed with personnel trained to the minimum training objectives as stated in Attachment A. Services provided when the minimum training
standards are not met will not be covered by this Agreement and will billed to you at the then-current rates for WMG services. WMG does not
provide training through the support service.
H. Timely installation of Enhancements and Updates in the proper sequence is your responsibility. You must have the current supported version of the
Software installed at all times during the term of this Agreement. Support of prior versions will be provided for 40 days. Support of versions older
than 40 days will be provided at the then-current hourly support rate.
I The Support Line is not a substitute for training. An individual that has successfully completed a certified Infinite Visions() product-training course on
the module in question must make all calls for technical support. Support analysts have the right to refuse service to individuals who have not
completed the required training
J. All customers running Infinite Visions are required to have either:
Terminal Serverm with MetaframeTh' and/or access to the server through the Internet
Confidentiality and Non—disclosure
For purposes of this Agreement, 'Confidential Information" shall mean information or material proprietary to Windsor Management Group The Company or
designated as confidential information by The Company, which The Customer You obtains knowledge of through the result of Your relationship with the
Company. Confidential information includes, but is not limited to, the following information and other information of a similar nature of the Company, whether or
not reduced to writing or marked as confidential:
A. Lists of customers and prospective customers and other personal and business information relating to them;
B. Price lists and pricing policies;
C. Business and marketing plans;
D. Computer programming and software development products, ideas and concepts;
E. Computer designs and programs;
F. Computer installation techniques and implementation programs;
G. Computer manuals and use instructions;
H. All financial information;
I. All contracts;
J. Any information described above which the Company obtains from another party and that the Company treats as proprietary or designates as
Confidential Information, whether or not owned, developed or originated by the Company.

Exclusions
This agreement is specific to Infinite Visions software and its operation, 'it does not provide support for the operating environment including hardware and network
components. Support services do not inherently include training, on infinite Visions Software, other 3rd party softWare, or on accounting procedures. Support for
each release extends for 40 days from the release date of the subsequent release, Refer to the Customer Responsibilities Section above,
Transfer
This agreement may not be assigned, conveyed, subiicensed or transferred by you,
Copyright
All copyrights to the Software are exclusively owned by WM.

EXHIBIT C
CONTRACTOR TRAVEL POLICY
Purpose
This policy is established in order to maintain a uniform definition of allowable and allocable costs
acceptable to Maricopa County / Special Countys (hereinafter "the County"). It is recognized that there
will be times when it is necessary for contractors to travel to the County in order to perform services under
a contract. Use of this policy should insure the County does not become liable for unwarranted or
excessive travel expense invoices from contractors.
A. All contract-related travel shall be prior-approved by the County.
B. Travel, lodging, and per diem expenses incurred in performance of 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:
http://www.gsa.gov/Portal/sa/ep/contentView.do?contentld-17943&content'Fype=GSA BASIC
C. Commercial air travel shall be scheduled at the lowest available and/or most direct flight airfare
rate at the time of any approved contract-related travel. A fare other than the lowest rate may be
used only when seats are not available at the lowest fare or air travel at a higher rate will result in
an overall cost savings to the County. Business class airfare is allowed only when there is no
lower fare available to meet County needs.
D. 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.
1. Purchase of comprehensive and collision liability insurance shall be at the expense of the
contractor. The County will not reimburse the contractor if the contractor chooses to
purchase these coverages.
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 written approval from the County prior to rental of a larger
vehicle.)
3. The County will reimburse the contractor for parking expenses if free, public parking is
not available within a reasonable distance of the place of County business.
4. The 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.
The contractor is responsible for any other miscellaneous personal expenses, as they are included
in the contractor's lodging and per diem expenses
F. The County will reimburse any allowable and allocable business expense, excluding health club
fees and business class air fares, except as indicated in paragraph "C" above.
G. Travel and per diem expenses shall be capped at (TO BE PROPOSED) % of project price unless
otherwise specified in individual contracts.