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Mythics VIII, LLC a dba of Mythics, LLC Formal Cooperative Purchase Agreement - 12-23-2025
FORMAL COOPERATIVE PURCHASE AGREEMENT THIS AGREEMENT (Agreement) is made and entered into, effective on ______________________, by and between CITY OF FRESNO, a California municipal corporation (City), and MYTHICS, LLC DBA MYTHICS VIII, LLC , a Virginia Limited Liability Company (Vendor). AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1.The Charter for the City allows for cooperative purchase agreements for materials, supplies, and equipment. The City may use another government agency’s agreement, as an exception to the competitive bid process. The Parties agree that the Vendor has entered a contract with Maricopa County through Omnia Partners (Contract 180233-002) (Original Government Contract). The solicitation for the Original Government Contract is attached as Exhibit A. 2.Vendor’s Obligation. Vendor shall provide those services and carry out that work described in the Original Government Contract, which is attached hereto as Exhibit B and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. 3.City’s Obligation. City shall make to the Vendor those payments described in Exhibits A and B, subject to all the terms and condition contained or incorporated herein 4.Notwithstanding the requirements that the Original Government Contract is fully binding on the Parties, the parties have agreed to modify certain non-material provisions of the Original Government Contract as applied to this Agreement between the Vendor and the City, as follows: a) City’s Insurance and Indemnity provisions attached as Exhibit C. b)Address change for the City: Notwithstanding the address and contract information for the government entity as set out in Exhibit B, the Vendor agrees that notices and invoices will be sent to: City of Fresno Attention: Dennis Jones 2600 Fresno Street, Rm 1059 Fresno, CA 93721 Phone: (559) 621-7117 E-mail: Dennis.Jones@fresno.gov c)Notwithstanding anything in Exhibits A and B to the contrary, this Agreement shall be governed by, and construed and enforced in accordance with , the laws of the State of California, excluding however, Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 12/23/2025 any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. d)All other provisions in the Original Government Contract are fully binding on the parties and will represent the agreement between the City and the Vendor. 5.The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [Signatures follow on the next page.] Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, the day and year first above written. CITY OF FRESNO, a California municipal corporation By: Melissa Perales Purchasing Manager General Services Department Date APPROVED AS TO FORM: ANDREW JANZ City Attorney By: Deputy City Attorney ATTEST: AMY K. ALLER Interim City Clerk By: Deputy MYTHICS, LLC DBA MYTHICS VIII, LLC, a Virginia Limited Liability Company By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) VENDOR: MYTHICS, LLC DBA MYTHICS VIII, LLC Attention: ERIC DUNNET 4525 MAIN ST., SUITE 1500 VIRGINIA BEACH, VA 23462 Phone: (856) 308-0886 E-mail: edunnet@mythics.com Attachments: Exhibit A - Original Solicitation Exhibit B - Original Government Contract Exhibit C - City’s Insurance and Indemnity Exhibit D - Statement of Work Christine Charitar Date Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4 Kevin Hodgkiss CFO 9/23/2025 Scott Needleman SVP, General Counsel 9/23/2025 Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209 9/24/2025 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 12/19/2025 12/23/2025 EXHIBIT A Original Solicitation Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 55 66 Solicitation 180233 -RFP ORACLE PRODUCTS AND SERVICES Bid Designation: Public Maricopa County Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 1 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 5 6 Bid 180233 -RFP ORACLE PRODUCTS AND SERVICES Bid Number 180233 -RFP Bid Title ORACLE PRODUCTS AND SERVICES Bid Start Date May 18, 2018 2:21:16 PM MST Bid End Date Jun 26, 2018 2:00:00 PM MST Question & Answer End Date Jun 8, 2018 5:00:00 PM MST Bid Contact Brian Walsh Procurement Consultant 602 -506 -3243 walshb@mail.maricopa.gov Contract Duration 5 years Contract Renewal 5 annual renewals Prices Good for 1 year Pre -Bid Conference Jun 6, 2018 10:00:00 AM MST Attendance is mandatory Location: THERE WILL BE A MANDATORY PRE -PROPOSAL CONFERENCE ON JUNE 6, 2018 AT 10:00 AM MST, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, FIRST FLOOR CONFERENCE ROOM, PHOENIX, ARIZONA 85003. VENDORS MAY PARK IN SPACES DESIGNATED FOR OPS. YOU MAY ALSO PARTICIPATE VIA CONFERENCE CALL BY DIALING 602 -506 -9695 AND ENTERING PASS CODE 671693. VENDORS SHOULD MAKE EVERY EFFORT TO ATTEND IN PERSON. Bid Comments Maricopa County (herein “Lead Public Agency ”) on behalf of itself and all states, local governments, school districts, higher education institutions, other government agencies and nonprofit organizations in the United States of America (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Oracle Products, Services and Solutions (herein “Products and Services ”). ALL PRODUCTS OFFERED MUST BE NEW, UNUSED, LATEST DESIGN AND TECHNOLOGY. Item Response Form Item 180233 -RFP --01 -01 -ORACLE PRODUCTS AND SERVICES Quantity 1 each Prices are not requested for this item. Delivery Location Maricopa County No Location Specified Qty 1 Description See attached Excel spreadsheet Attachment A Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 2 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 5 6 Bid 180233 -RFPORACLE PRODUCTS AND SERVICESBid Number 180233 -RFP Bid Title ORACLE PRODUCTS AND SERVICES Bid Start Date May 18, 2018 2:21:16 PM MSTBid End Date Jun 26, 2018 2:00:00 PM MSTQuestion & Answer End Date Jun 8, 2018 5:00:00 PM MSTBid Contact Brian Walsh Procurement Consultant 602 -506 -3243 walshb@mail.maricopa.gov Contract Duration 5 years Contract Renewal 5 annual renewals Prices Good for 1 year Pre -Bid Conference Jun 6, 2018 10:00:00 AM MSTAttendance is mandatoryLocation: THERE WILL BE A MANDATORY PRE -PROPOSAL CONFERENCE ON JUNE 6, 2018 AT 10:00 AM MST, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, FIRST FLOOR CONFERENCE ROOM, PHOENIX, ARIZONA 85003. VENDORS MAY PARK IN SPACES DESIGNATED FOR OPS. YOU MAY ALSO PARTICIPATE VIA CONFERENCE CALL BY DIALING 602 -506 -9695 AND ENTERING PASS CODE 671693. VENDORS SHOULD MAKE EVERY EFFORT TO ATTEND IN PERSON.Bid Comments Maricopa County (herein “Lead Public Agency ”) on behalf of itself and all states, local governments, school districts, higher education institutions, other government agencies and nonprofit organizations in the United States of America (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complete line of Oracle Products, Services and Solutions (herein “Products and Services ”).ALL PRODUCTS OFFERED MUST BE NEW, UNUSED, LATEST DESIGN AND TECHNOLOGY.Item Response FormItem 180233 -RFP --01 -01 -ORACLE PRODUCTS AND SERVICESQuantity 1 eachPrices are not requested for this item. Delivery Location Maricopa CountyNo Location SpecifiedQty 1 Description See attached Excel spreadsheet Attachment A Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 3 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F NOTICE OF SOLICITATION SERIAL 180233-RFP REQUEST FOR PROPOSAL FOR: ORACLE PRODUCTS AND SERVICES Notice is hereby given that Maricopa County is conducting this request for proposals, electronically through an outside agent, BidSync.com, until 2:00 P.M. MST on JUNE 26, 2018 for SERIAL #180233-REQUEST FOR PROPOSALS FOR ORACLE PRODUCTS AND SERVICES. To participate in this bidding process, vendors shall register through BidSync.com. To register with BidSync, please go to (www.BidSync.com) and click on the orange ‘Register’ link. Registration has no cost and will allow you to access all of the bid information, bid documents, receive bid notifications, and submit a response. ONLY RESPONSES THAT ARE SUBMITTED THROUGH BIDSYNC.COM WILL BE CONSIDERED FOR AWARD. For assistance, please contact BidSync Vendor Support Department via phone or email, during regular business hours: 1- 800-990-9339 or (support@BidSync.com). All responses shall be submitted electronically to BidSync.com prior to the bid closing. The bid will be listed under “180233-RFP REQUEST FOR PROPOSAL FOR ORACLE PRODUCTS AND SERVICES”. The Maricopa County Procurement Code (“The Code”) governs this procurement and is incorporated by reference. Any protest concerning this Request for Proposal must be filed with the Procurement Officer in accordance with Section MC1- 905 of the Code. ALL ADMINISTRATIVE INFORMATION CONCERNING THIS REQUEST FOR PROPOSAL CAN BE LOCATED AT (https://www.maricopa.gov/DocumentCenter/View/6453). ANY ADDENDA TO THIS REQUEST FOR PROPOSAL WILL BE POSTED ON THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES WEB SITE UNDER THE SOLICIT ATION SERIAL NUMBER. THIS INFORMATION WILL ALSO BE POSTED ONLINE AT (WWW.BIDSYNC.COM). FAILURE TO REVIEW ANY ADDENDA DOES NOT NEGATE YOUR INITIAL OFFER AND HOLDS THE RESPONDENT RESPONSIBLE FOR ANY CHANGES PRIOR TO BID CLOSING. DIRECT ALL INQUIRIES TO: BRIAN WALSH PROCUREMENT OFFICER TELEPHONE: (602) 506-3243 EMAIL: WALSHB@MAIL.MARICOPA.GOV THERE WILL BE A MANDATORY PRE-PROPOSAL CONFERENCE ON JUNE 6, 2018 AT 10:00 AM MST, AT THE MARICOPA COUNTY OFFICE OF PROCUREMENT SERVICES, 320 WEST LINCOLN STREET, FIRST FLOOR CONFERENCE ROOM, PHOENIX, ARIZONA 85003. VENDORS MAY PARK IN SPACES DESIGNATED FOR OPS. YOU MAY ALSO PARTICIPATE VIA CONFERENCE CALL BY DIALING 602-506- 9695 AND ENTERING PASS CODE 671693. VENDORS SHOULD MAKE EVERY EFFORT TO ATTEND IN PERSON. NOTE: MARICOPA COUNTY PUBLISHES ITS SOLICITATIONS ONLINE AND THEY ARE AVAILABLE FOR VIEWING AND/OR DOWNLOADING AT THE FOLLOWING INTERNET ADDRESS: https://www.maricopa.gov/2191/Open-Solicitations Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 4 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP TABLE OF CONTENTS NOTICE TABLE OF CONTENTS SECTIONS: 1.0 INTRODUCTION AND BACKGROUND 2.0 SCOPE OF WORK 3.0 PROCUREMENT REQUIREMENTS 4.0 TERMS AND CONDITIONS 5.0 INSTRUCTIONS ATTACHMENTS: ATTACHMENT A PRICING ATTACHMENT B AGREEMENT/SIGNATURE PAGE ATTACHMENT C REFERENCES ATTACHMENT D US COMMUNITIES (APPENDIXES, THESE SHALL BE COMPLETED, SIGNED AS APPROPRIATE AND RETURNED WITH THE RESPONSE). 1. SUPPLIER QUALIFICATIONS 2. US COMMUNITIES ADMINISTRATION AGREEMENT INFORMATION 3. SUPPLIER WORKSHEET 4. NEW SUPPLIER IMPLEMENTATION CHECKLIST 5. SUPPLIER INFORMATION EXHIBITS: EXHIBIT 1 BIDSYNC REGISTRATION AND ELECTRONIC SUBMISSION INSTRUCTIONS EXHIBIT 2 LETTER OF TRANSMITTAL SAMPLE EXHIBIT 3 OFFICE OF PROCUREMENT SERVICES CONTRACTOR TRAVEL AND PER DIEM POLICY EXHIBIT 4 DRAFT CONTRACT EXHIBIT 5 INSURANCE CERTIFICATE EXAMPLE Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 5 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 6 MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT (MICPA) EXHIBIT 7 U.S. COMMUNITIES ADMINISTRATION AGREEMENT EXHIBIT 8 STATE NOTICE ADDENDUM EXHIBIT 9 FEMA STANDARD TERMS AND CONDITIONS ADDENDUM EXHIBIT 10 COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM EXHIBIT 11 UNIFORM ADMINISTRATIVE GUIDANCE EXHIBIT 12 ORACLE SOFTWARE TERMS AND CONDITIONS EXHIBIT 13 ORACLE CLOUD SERVICES TERMS AND CONDITIONS EXHIBIT 14 ORACLE HARDWARE TERMS AND CONDITIONS Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 6 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP REQUEST FOR PROPOSAL FOR: ORACLE PRODUCTS AND SERVICES 1.0 INTRODUCTION AND BACKGROUND 1.1 MASTER AGREEMENT Maricopa County (herein “Lead Public Agency”) on behalf of itself and all states, local governments, school districts, higher education institutions, other government agencies and nonprofit organizations in the United States of America (herein “Participating Public Agencies”) is soliciting proposals from qualified suppliers to enter into a Master Agreement for a complet e line of Oracle Products, Services and Solutions (herein “Products and Services”). ALL PRODUCTS OFFERED MUST BE NEW, UNUSED, LATEST DESIGN AND TECHNOLOGY. 1.2 OBJECTIVES 1.2.1 Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Participating Public Agencies; 1.2.2 Establish the Master Agreement as a Supplier’s primary offering to Participating Public Agencies; 1.2.3 Achieve cost savings for Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals; 1.2.4 Combine the volumes of Participating Public Agencies to achieve cost effective pricing; 1.2.5 Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state of the art ordering and delivery systems; 1.2.6 Provide Participating Public Agencies with environmentally responsible products and services. 1.3 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES Oracle Products, Services and Solutions: Offerors are to propose the broadest possible selection of Oracle Products, Services and Solutions they offer. The intent of this solicitation is to provide Participating Public Agencies with products, services and solutions to meet their various needs. Therefore, the Offerors should have demonstrated experience in providing the Products, Services and Solutions as defined in this RFP, including but not limited to: 1.3.1 Perpetual Licenses – applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle. 1.3.2 Engineered Systems – integrated software and hardware systems offered by Oracle. 1.3.3 Hardware, Servers, Storage and Networking - any servers, storage and networking products offered by Oracle. 1.3.4 Cloud Services – Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle. 1.3.5 Consulting/Professional Services – Consulting and integration services relating to Oracle products and services. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 7 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 1.3.6 Technical Support Services and/or Maintenance Support Services – telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware. 1.3.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths. 1.3.8 Financing Services– Financing services for orders and solutions. 1.4 U.S. COMMUNITIES U.S. Communities Government Purchasing Alliance (herein “U.S. Communities”) helps Participating Public Agencies reduce the cost of purchased goods through strategic sourcing that combines the purchasing power of public agencies nationwide. This is accomplished through an award of competitively solicited contracts for high quality products and services by large and well recognized public agencies (herein “Lead Public Agencies”). The contracts are available for use by the Lead Public Agency and, also, by other Participating Public Agencies. 1.4.1 National Sponsors U.S. Communities is jointly sponsored by the National Association of Counties (NACo), the National League of Cities (NLC), the Association of School Business Officials International (ASBO), the United States Conference of Mayors (USCM) and the National Governors Association (NGA) (herein “National Sponsors”). 1.4.2 Advisory Board The U.S. Communities Advisory Board is made up of key government purchasing officials from across the United States. Each Advisory Board Member is expected to actively participate in solicitations, participate in policy direction, and share expertise and purchasing innovations. Current U.S. Communities Advisory Board Members Auburn University, AL Great Valley School District, PA Beaverton School District, OR Harford County Public Schools, MD City and County of Denver, CO Hennepin County, MN City of Charlotte, NC Los Angeles County, CA City of Chicago, IL Maricopa County, AZ City of El Paso, TX Miami-Dade County, FL City of Houston, TX North Carolina State University, NC City of Kansas City, MO Onondaga County, NY City of Los Angeles, CA Port of Portland, OR City of Ocean City, NJ Prince William County Schools, VA City of Seattle, WA San Diego Unified School District, CA Cobb County, GA State of Iowa, IA Denver Public Schools, CO State of Louisiana, LA Emory University, GA The Ohio State University, OH Fairfax County, VA The School District of Collier County Fresno Unified School District, CA Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 8 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 1.4.3 Participating Public Agencies Today more than 55,000 public agencies utilize U.S. Communities contracts and suppliers to procure over $2.7 Billion Dollars in products and services annually. Each month more than 500 new users register to participate. The continuing rapid growth of public agency participation is fueled by the Program's proven track record of providing unparalleled value to public agencies. The Supplier(s) must communicate directly with any Participating Public Agency concerning the placement of orders, issuance of the purchase order, contractual disputes, invoicing, and payment. Maricopa County is acting as "Contracting Agent" for the Participating Public Agencies and shall not be held liable for any costs, damages, expenses, fees, liabilities, etc. incurred by any other Participating Public Agency. Each Participating Public Agency enters into a Master Intergovernmental Cooperative Purchasing Agreement (MICPA) outlining the terms and conditions that allow access to the Lead Public Agencies’ Master Agreements. Under the terms of the MICPA, the procurement by the Participating Public Agency shall be construed to be in accordance with, and governed by, the laws of the state in which the Participating Public Agency resides. A copy of the MICPA is attached as Exhibit 3. 1.4.4 Estimated Volume The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $250 Million Dollars annually. This estimate is based on the anticipated volume of the Lead Public Agency, the U.S. Communities Advisory Board members, and current sales within the U.S. Communities program. While there is no minimum quantity of products required to be purchased under the proposed Master Agreement, Maricopa County and the U.S. Communities Advisory Board Members are committed to utilizing the Master Agreement. The Advisory Board members shall determine if the Master Agreement is of value to their agency, and will promote the Master Agreement among other public agencies nationwide. The Advisory Board in 2017 purchased more than $168 Million Dollars of products and services from existing U.S. Communities contracts. 1.4.5 Marketing Support U. S. Communities provides marketing support for each Supplier’s products through the following: National Sponsors as referenced above, Over 90 State and Regional Sponsors, Sales and marketing personnel that directly promote the U.S. Communities Suppliers to Participating Public Agencies through public agency meetings, webinars, direct mail, email, online and print advertising, social media, articles, and exhibiting and presenting at national and local trade shows. U.S. Communities provides Suppliers government sales training and a host of marketing and sales management tools to effectively increase sales through U.S. Communities. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 9 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 1.4.6 Evaluation of Proposals Proposals will be evaluated by the Lead Public Agency in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. U.S. Communities Advisory Board members and other Participating Public Agencies will assist the Lead Public Agency in evaluating proposals. The Supplier(s) that respond(s) affirmatively and meets the requirements of this Request for Proposal and provides the best overall value will be eligible for a contract award. U.S. Communities reserves the right to make available or not make available Master Agreements awarded by a Lead Public Agency to Participating Public Agencies. 1.5 INTENT: This solicitation is to establish a nationwide purchasing agreement for the acquisition of Oracle products, services and solutions. The category descriptive examples in Section 2.2 are not to be considered restrictive, but rather, provide a general, non-inclusive, description of the category. The intent is for each Proposer to submit its complete Oracle offering so that Participating Public Agencies may order a wide array of products and services as appropriate for their needs. Other governmental entities under agreement with the County may have access to products or services provided hereunder (see Sections 3.21, 3.22 and Exhibit 6, MICPA.) The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work The County reserves the right to award in whole or in part, by item or group of items, by section or geographic area, or make multiple awards, where such action serves the County’s best interest. 2.0 SCOPE OF WORK: 2.1 Mandatory Qualifications: To be eligible for this contract any proposer shall meet the following: 2.1.1 Be a member of the Oracle Partner Network at the Platinum level. Responses should include confirmation from Oracle’s Government Resell Programs Group that they are authorized to create a contract in response to this RFP with Oracle offerings, that the membership in the Oracle Partner Network in good standing, that they have the required Master Distribution Agreement and Public Sector Addendum in place, and that they offer multiple lines of Oracle products and services. 2.1.2 Represent, sell, and service all the Oracle Products listed below (Section 2.2); 2.1.3 Be able to service local governments, states, school districts, and higher education institutions in the United States of America, and other governmental agencies and nonprofit organizations; 2.1.4 Have the resources to work with multiple entities at the same time; 2.1.5 Throughout the life of this contract, the successful Offeror will maintain expertise, resources and capabilities to: 2.1.5.1 Provide commercial hardware, software, services and solutions as ordered under the task order as a member of the Oracle Partner Network in good standing with all required distribution agreements; Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 10 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 2.1.5.2 Perform or have service delivery partners that can provide consulting, assessment, design, integration, installation and management of Services/Solutions at the task order level; 2.1.5.3 Perform a wide range of professional, technical support and engineering Services/Solutions to support the mission and objectives of Maricopa County and Participating Public Agencies as authorized buyers off this contract; 2.1.5.4 Provide maintenance support Services/Solutions 2.1.5.5 Provide project management support for each deliverable under the contract; 2.1.5.6 Provide project specific and overall contract performance reporting, as required. 2.1.5.7 Provide on-going marketing of the contract by aligning and traveling with the U.S Communities Program Managers, administrative and marketing personnel engaged in directly promoting the contract to Participating Public Agencies through agency meetings, direct mail, national publications, annual meetings and other such activities. 2.2 PRODUCTS AND SERVICES REQUIRED: 2.2.1 Perpetual Licenses – applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle. 2.2.2 Engineered Systems – integrated software and hardware systems offered by Oracle. 2.2.3 Hardware, Servers, Storage, and Networking - any servers, storage, and networking products offered by Oracle. 2.2.4 Cloud Services – Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle. 2.2.5 Consulting/Professional Services – Consulting and integration services relating to Oracle products and services. 2.2.6 Technical Support Services and/or Maintenance Support Services – telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware. 2.2.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths. 2.2.8 Financing Services– Financing services for orders and solutions. 2.3 STAFF EXPERIENCE: 2.3.1 For Maricopa County, full-time and part-time staff, proposed consultants and subcontractors who may be assigned direct work for this contract should be identified. Information is required that will show the composition of the task or work group, specific qualifications, and recent relevant experience. Special mention shall be made of direct technical supervisors and key technical personnel, and approximate percentage of the total time each will be available for this contract. The technical areas, character and extent of participation by any subcontractor or consultant activity must be identified. Resumes of staff and proposed consultants are required that will indicate education, background, and recent relevant experience in providing Oracle Products, Services and Solutions. Current contact information is to be included. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 11 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 2.3.2 Describe the credentials of staff and how they are certified and trained to provide the products and services required in paragraph 2.2 for Participating Public Agencies. 2.3.3 Describe the number and type of staff your company proposes to service this contract, i.e. technical, service, training, executive support, etc., and your hiring practices for such positions for Participating Public Agencies. 2.3.4 Describe your methodology for training Participating Public Agency end users. 2.3.5 Describe your experience with managing major government projects. 2.4 FACILITIES: During the course of this Contract, the County shall provide the Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its obligation enumerated herein. 2.5 TRAINING: The Contractor shall provide a minimum of (To be determined for each Task Order) to completely train County personnel in the use and care of the equipment. 2.6 WARRANTY: 2.6.1 The minimum warranty for products shall be 90-days, or the manufacturers' warranty, whichever is greater. Warranty replacement shall be done at no additional cost to the County. This includes special order or non-stock parts. Freight charges, transportation charges, etc. are all incurred by the Contractor. The effective date on all warranties shall commence upon the date of installation. 2.6.2 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship. 2.6.3 The warranty period for workmanship shall be for an initial period of twelve (12) months and commence upon acceptance by County. 2.6.4 The Contractor shall indicate on the Price Sheet the duration of the warranty and any applicable limitations or conditions which may apply. 2.6.5 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations. 2.6.6 Contractor shall respond to all warranty requests within 24-hours of notification. 2.7 ACCEPTANCE: 2.7.1 Perpetual Licenses – Software is made available via a web link provided by the Licensor; there is no acceptance period for perpetual licenses. 2.7.2 Engineered Systems and Hardware - For Customer’s Initial purchase of each Engineered Systems or Hardware the Contractor shall provide an acceptance test period (the “Test Period “) that commences upon Installation. Installation shall be defined as: a.) the Equipment, if any, is mounted; b.) the Software is installed on the data base server(s) and/or personal computer(s); and c.) implementation team training, if any, is complete. During the Test Period, County shall determine whether the Equipment and Software meet the Contractor published electronic documentation, (“Specifications”). The Test Period shall be for at least ninety (90) calendar days, or as negotiated for that Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 12 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP specific project. If County has not given Contractor a written deficiency statement specifying how the Equipment or Software fails to meet the Specification (“Deficiency Statement’) within the Test Period, the Equipment and Soft ware shall be deemed accepted. If County provides a Deficiency Statement within the Test Period, Contractor shall have thirty (30) calendar days to correct the deficiency, and the Customer shall have an additional sixty (60) calendar days to evaluate the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the second thirty (30) calendar day period, the County may terminate this Contract. Upon any such termination, Contractor shall, at Contractor’s cost, remove all equipment and software from County premises and equipment. County shall return all Equipment and Software to Contractor, and Contractor shall refund any monies paid by County to Contractor. Upon completion of these terms, neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test. 2.7.3 Cloud Services – Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services. 2.8 RETURN POLICY: The Bidders shall state their return policy, time limitations, or restocking charges (if any) for such returns. Products will not be accepted in damaged or broken/unsealed packages. Credit memos shall be issued, in accordance with the Contractor’s return policy. If a restocking charge is applied, the credit memo must reflect the full credit amount of each item returned and the restocking charge shall be a separate line. 3.0 PROCUREMENT REQUIREMENTS: 3.1 DELIVERY: 3.1.1 Delivery shall be made within 48 hours after receipt of order (ARO) 3.1.2 Exceptions to delivery schedule will be special order items that must be identified. 3.1.3 Maricopa County reserves the right to obtain material on the open market in the event Contractors fail to make delivery and charge any price differential to the Contractor. 3.1.4 Delivery shall be F.O.B. Destination, Freight Prepaid. 3.2 EXPEDITED DELIVERY: 3.2.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County. 3.2.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs, the Using Agency shall advise the Contractor to proceed. 3.2.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file. 3.3 SHIPPING DOCUMENTS: A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 3.3.1 Contract Serial number. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 13 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 3.3.2 Contractor’s name and address. 3.3.3 Using Agency name and address. 3.3.4 Using Agency purchase order number. 3.3.5 A description of product(s) shipped, including item number(s), quantity(ies), number of containers and package number(s), as applicable. 3.4 PERFORMANCE: It shall be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor. 3.5 SHIPPING CHARGES: 3.5.1 Shipping costs will be borne by the Contractor. FOB: Destination. 3.5.2 Exceptions to normal shipping charges: Expedited freight will be pre-paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements. These requirements will be made in writing to the contractor. 3.6 PACKAGING/PACKING: Unless otherwise stated, commercial packages and packing, suitable for the type, size, and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable. 3.7 OPERATING MANUALS: Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department. These may be provided in hard copy or electronically. 3.8 INSTALLATION: The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition. 3.9 INFRINGEMENT DEFENSE INDEMNIFICATION: 3.9.1 Defense and Indemnity: Contractor shall defend, Participate and Share in the Cost, as defined below, in the full defense of the County against any Claim, as defined below, and will indemnify and hold harmless the County as provided for in this Section for any judgments, settlements and court awarded attorney’s fees resulting from a Claim where the claimant is adjudged the successful party in the Claim. Contractor’s obligations under this Section are conditioned on the following: (i) County promptly notifies Contractor of the Claim in writing upon made aware of the Claim; (ii) County gives Contractor lead authority and County being control of the defense and (if applicable) settlement of the Claim, provided that County’s legal counsel may participate in such defense and settlement, at County’s expense, and (iii) County provides all information and assistance reasonably requested by Contractor to handle the defense or settlement of the Claim. For purposes of this Section, “Claim” means any cause of action in a third party action, suit or proceeding against County alleging that Contractor software, or its upgrades, modifications, or revisions, as of its delivery date under this Agreement, infringes a valid Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 14 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP U.S. patent, copyright or trademark. For the purposes of this section, “Participate and Share in the Costs” means Contractor will assist the County in the defense of the claim, to the extent agreed to by the parties, except that Contractor shall be solely responsible for any and all costs adjudged in a successful Claim against the County. 3.9.2 Remedial Measures: If software becomes, or Contractor reasonably believes use of software may become, the subject of a Claim, Contractor may, at its own expense and option: (i) procure for County the right to continue use of the Product; (ii) replace or modify the software; or to the extent that neither (i) nor (ii) are deemed commercially practicable, (iii) refund to County a pro-rated portion of the applicable fees for software based on a linear depreciation monthly over 10 year useful life, in which case County will cease all use of software and return it to Contractor. 3.9.2.1 Exceptions: Contractor will have no defense or indemnity obligation for any Claim based on: (i) modifications by someone other than Contractor; (ii) software has been modified by Contractor in accordance with County-provided specifications or instructions; (iii) use or combination by the County of software with Third Party Products, open source or freeware technology; (iv) Third Party Products, open source or freeware technology; (v) a product that is used or located by County in a country other than the country in which or for which it was supplied by Contractor; (vi) possession or use of a product after Contractor has informed County of modifications or changes required to avoid such Claim and offered to implement those modifications or changes, if such Claim would have been avoided by implementation of Contractor's suggestions and to the extent County did not provide Contractor with a reasonable opportunity to implement Contractor's suggestions; or (vii) the amount of revenue or profits earned or other value obtained by the use of Products, or the amount of use of the Products. “Third Party Products” means any produc ts made by a party other than Contractor, and may include, without limitation, products ordered by County from third parties. However, components of Contractor branded Products are not Third Party Products if they are both: (i) embedded in Third Party Products (i.e., not recognizable as standalone items); and (ii) not identified as separate items on Contractor’s price list, quotes, order specifications forms or Documentation. 3.9.3 The foregoing states Contractor’s entire liability, and County’s sole and exclusi ve remedy except as provided at law or equity, with respect to any infringement or misappropriate of any intellectual property rights of another party. 3.10 SOURCE CODE ESCROW REQUIREMENT (IF APPLICABLE): 3.10.1 The Contractor shall provide all source code and any updates or fixes for the Contractor Commercial Off the Shelf (“COTS”) application software that Maricopa County has purchased from Contractor for safekeeping with a mutually acceptable escrow agent within thirty (30) days of award. The software source deposited with the escrow agent will be a snapshot of all source code maintained by Contractor in the form of a Microsoft Visual Source Safe Archive. In this way, as beneficiary of the escrow agreement between Contractor and escrow agent, Maricopa County will have access to all source code of the products that they license for all versions of the software. Furthermore, the escrowed code shall include all code specifically developed for Maricopa County including, but not limited to: interfaces, Extraction-Transformation-Loading (ETL) routines for data conversion, and all custom code. Upon taking possession of the source code, Maricopa County will have the right to use the source for products that they license in the versions currently installed on the System or any subsequent versions in the archive. Contractor will make a deposit of the Source Safe Archive with the escrow agent upon the release of version release or once every six (6) months, whichever occurs first. 3.10.2 Maricopa County hereby agrees to pay the yearly standard fee for a beneficiary of the source code. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 15 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 3.10.3 Maricopa County shall have access to the source code in the event any of the following circumstances: 3.10.3.1 the sale, assignment, or transfer to any third party of any of Contractor’s rights in the licensed product (or any portion thereof) if such sale, assignment, or transfer would prevent Contractor from fully performing any of its obligations under any agreement with Maricopa County; 3.10.3.2 Contractor becomes insolvent or commits any affirmative act of insolvency, or generally fails to pay, or admits in writing its inability to pay, debts as they become due, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under, or case in, any bankruptcy or insolvency law, or Contractor takes any action to authorize, or in the furtherance of, any of the foregoing; 3.10.3.3 Contractor discontinues providing full support and maintenance services for the licensed product in accordance with its obligations pursuant to any agreement with Maricopa County; 3.10.3.4 Contractor has ceased to do business or improperly refuses to provide any services pursuant to any agreement with Maricopa County; 3.10.3.5 Contractor has breached (and if subject to a cure period, has not cured such breach within such period) any material term or condition of any agreement with Maricopa County; 3.10.3.6 Any change of control of Contractor or Contractor’s parent company, where such party is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of such party are acquired by any entity, or such party is merged with or into another entity to form a new entity; or 3.10.3.7 Any other circumstance in which Maricopa County is entitled to access or use the applicable deposit materials (including, but not limited to, the source code) under the express terms of any agreement between Contractor and Maricopa County. 3.10.4 Upon Maricopa County taking possession of the source code, Maricopa County hereby agrees as follows: 3.10.4.1 Maricopa County accepts full and total responsibility for the safekeeping of the source code. Maricopa County agrees that such source code shall be subject to the restrictions of transfer, sale, and reproduction placed on the software itself as stated in the software license signed by all parties. 3.10.4.2 Maricopa County agrees to only use source code related to applications for which they own a license. There will be source from other applications in the archive. 3.10.4.3 Maricopa County agrees, if so ordered by a court of competent jurisdiction, to compensate Contractor for any and all damages Contractor suffers, to include reasonable attorney’s fees, resulting directly or indirectly from, but not limited to, the mishandling, misuse, or theft of the source code, regardless of intent, or the absence thereof, by Maricopa County, its employees, agents and third party contractors. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 16 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 3.10.4.4 No license under any trademark, patent, copyright, or any other intellectual property right, is either granted or implied by the disclosure of the source code to Maricopa County. The Contractor’s disclosure of the source code to Maricopa County shall not constitute any representation, warranty, assurance, guarantee or inducement by the Contractor to Maricopa County of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of third persons or of Contractor. 3.10.4.5 Contractor will not be responsible for maintaining the source code. Furthermore, Contractor will not be liable for any consequences related to the use of source code modified by Maricopa County. 3.11 CONTRACTOR EMPLOYEE MANAGEMENT: 3.11.1 Contractor shall endeavor to maintain the personnel proposed in their proposal throughout the performance of this Contract. In the event that Contractor personnel’s employment status changes, Contractor shall provide County a list of proposed candidates with equivalent experience. Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor. 3.11.2 Contractor shall not reassign any key personnel without the express consent of the County. 3.11.3 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations. 3.11.4 County reserves the right to request the replacement of Contractor personnel at any time, for any reason. Said requested removal shall not be subject to part 3.9.1 of this section. 3.12 TRAINING: The Contractor shall provide training services as needed, depending on the product or service purchased, to completely train County personnel in the use and care of the equipment. All training shall take place on-site at Maricopa County. 3.13 MAINTENANCE: The Contractor shall provide for maintenance under this Contract upon acceptance of materials by the Department. 3.14 FACTORY AUTHORIZED SERVICE AVAILABILITY: The Contractor shall have and maintain a local factory authorized service facility within the Phoenix, Arizona metropolitan area. The facility shall be capable of supplying and installing component parts, troubleshooting, repairing and maintaining the material(s). Minimum service hours shall be from 8:00 A.M. through 5:00 P.M., MST, Monday through Friday. 3.15 USAGE REPORT: The Contractor shall furnish the County a usage report, upon request, delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 17 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 3.16 BACKGROUND CHECK: Bidders/proposers need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, subcontractors and employees and the failure to pass these checks shall deem the respondent non-responsible. 3.17 INVOICES AND PAYMENTS: 3.17.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) can be made. Incomplete invoices will not be processed. 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 of service or delivery • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase (product or services) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Arrival and completion time (if applicable) • Total Amount Due 3.17.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.17.3 Payment shall only 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 Web Site (http://www.maricopa.gov/922/Vendors). 3.17.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.17.5 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. 3.18 APPLICABLE TAXES: 3.18.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.18.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 18 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 3.18.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including; transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation. 3.19 TAX (SERVICES): No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the cost in the proposal price. 3.20 TAX (COMMODITIES): Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes and include the tax percentage in their proposal. 3.21 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 proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal. 3.22 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures. 3.23 POST AWARD MEETING: The Contractor may be required to attend a post-award meeting with the Department to discuss the terms and conditions of this Contract. This meeting will be coordinated by the Procurement Officer of the Contract. 3.24 ISRAEL BOYCOTT: By submitting this proposal the Contractor certifies that they are in compliance with Article 9, A.R.S. § 35-393 et seq. 3.25 CONFIDENTIALITY: In the course of the solicitation process, the County may disclose information that is proprietary or confidential. By submitting a proposal to the solicitation, the offeror agrees that, except as necessary to prepare a response to this solicitation, neither it nor its agents or employees will communicate, divulge or disseminate to any third party-persons or entities, any information that is disclosed to it by the County during the course of these discussions without the express written authorization of the County. If the offeror does disclose County proprietary or confidential information to a third party in preparing a response to this solicitation, it shall require the third party to acknowledge and comply with this provision. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 19 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 3.26 PUBLIC RECORDS: Under Arizona law, all Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection and copying after Contract award and execution, except for such Offers or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. If an Offeror believes that information in its Offer or any resulting Contract should not be released in response to a public record request under Arizona law, the Offeror shall indicate the specific information deemed confidential or proprietary and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise from disclosure. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code. 4.0 CONTRACTUAL AND SPECIAL TERMS & CONDITIONS: 4.1 DRAFT CONTRACT SEE EXHIBIT 4: 5.0 INSTRUCTIONS TO RESPONDENTS: (Please note that this Section does not become part of any resultant contract.) Proposers are solely responsible for submitting proposals, and any modifications or withdrawals, to be received at the time and designated location required by the solicitation (RFP, or any other solicitation notice). Any proposal, modification, or withdrawal received after the designated time is “late” and will be rejected and shall not be evaluated per Paragraph MC1-320 of the Maricopa County Procurement Code. 5.1 ESTIMATED SCHEDULE OF EVENTS: Request for Proposals Issued: May 18, 2018 Pre-Proposal Conference: June 6, 2018 @ 10:00AM MST Deadline for written questions is two (2) business days after Pre-Proposal Conference. Questions will not be responded to prior to the Pre-Proposal Conference or after the two (2) business day deadline has elapsed. All questions and answers shall be posted to (www.bidsync.com) under the Q&A’s tab for the solicitation and must be received by the end of business, 5:00 PM MST. Proposals Opening Date: June 26, 2018 Deadline for submission of proposals is 2:00 P.M., MST, on June 26, 2018. All proposals must be received before 2:00 P.M., Arizona Time, on the date above via BidSync.com. Proposed review of Proposals and short list decision: July 10-12th, 2018 Proposed Respondent presentations: (if required) August 1, 2018 Proposed selection and negotiation: August 15th, 2018 Proposed Best & Final (if required) August 20th, 2018 Proposed award of Contract: October, 2018 All responses to this Request for Proposal become the property of Maricopa County and (other than pricing) will be held confidential, to the extent permissible by law. The County will not be held accountable if material from proposal responses is obtained without the written consent of the Respondent by parties other than the County. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 20 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 5.2 INQUIRIES AND NOTICES: All inquiries concerning information herein shall be addressed to: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003 Administrative telephone inquiries shall be addressed to: Brian Walsh, Senior Procurement Officer, 602/506-3243 (walshb@mail.maricopa.gov) Inquiries may be submitted by telephone but must be followed up in writing. No oral communication is binding on Maricopa County. 5.3 INSTRUCTIONS FOR PREPARING AND SUBMITTING PROPOSALS: Respondents shall submit their proposals electronically via the BidSync.com system in accordance with Section 5.5 as follows: Respondents shall upload each response document individually. All documents must be uploaded in their native file format (Word, Excel, etc.). The following naming convention shall be utilized for each document: Vendor Name – Document Name as indicated in section 5.5. In the event that the Respondent would like to request that certain documents be held confidential, they need to have a name indicating confidential. Please see Exhibit 4 – Draft Contract section 6.37 Public Records for more information. Proposals shall be signed by an owner, partner or corporate official who has been authorized to make such commitments (Attachment B). All prices shall be held firm for a period of one year after the RFP closing date. 5.4 GENERAL CONTENT: 5.4.1 The Proposal should be specific and complete in every detail. It should be practical and provide a straightforward, concise delineation of capabilities to satisfactorily perform the Contract being sought. 5.4.2 The Respondent should not necessarily limit the proposal to the performance of the services in accordance with this Request for Proposal but should outline any additional services and their costs if the Respondent deems them necessary to accomplish the program. 5.5 FORMAT AND CONTENT: To aid in the evaluation, it is desired that all proposals follow the same general format. The proposal must be submitted electronically and have sections clearly labeled as below: (Responses are limited to 150 pages, 10 point font type). 5.5.1 Letter of Transmittal (Exhibit 2) 5.5.2 Executive Summary – This section shall contain an outline of the general approach utilized in the proposal. 5.5.3 Proposal – This section should contain a statement of all of the programs and services proposed, including conclusions and generalized recommendations. Proposals should be all-inclusive, detailing respondent’s best offer for all requirements in section 2.0 (Scope Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 21 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP of Services should also include the confirmation that you are authorized partner as called for in section 2.1.1. 5.5.4 Qualifications – This section shall describe the respondent’s ability and experience related to the programs and services proposed. All project personnel, as applicable, shall be listed including a description of assignments and responsibilities, a resume of professional experience, an estimate of the time each would devote to this program, and other pertinent information. 5.5.5 Proposal exceptions 5.5.6 Attachment A (Pricing) 5.5.7 Attachment B (Agreement Page) 5.5.8 Attachment C (References) 5.5.9 Attachment D (U.S. Communities Required Information) 5.5.10 Draft Contract with any requested exceptions redlined 5.6 EXCEPTIONS TO THE SOLICITATION: The Respondent shall identify and list all exceptions taken to all sections of 180233–RFP and list these exceptions referencing the section (paragraph) where the exception exists and identify the exceptions and the proposed wording for the Respondent’s exception under the heading, “Exception to the PROPOSAL Solicitation, SERIAL 180233-RFP”. Exceptions that surface elsewhere and that do not also appear under the heading, “Exceptions to the PROPOSAL Solicitation, SERIAL 180233-RFP,” shall be considered invalid and void and of no contractual significance. The County reserves the rights to; accept any exception, discuss the exemption with the offeror, or reject any exception. 5.7 EVALUATION OF PROPOSAL – SELECTION FACTORS: A Proposal Evaluation Committee shall be appointed, chaired by the Procurement Officer to evaluate each Proposal. At the County’s option, Respondents may be invited to make presentations to the Evaluation Committee. Best and Final Offers and/or Negotiations may be conducted, as needed, with the highest rated Respondent(s). Proposals will be evaluated on the following criteria which are listed in descending or equal order of importance. 5.7.1 Respondent’s Proposed Solution / Compliance with Specifications (Including the ability to sell all Oracle products). 5.7.2 Respondent Qualifications, including national capabilities 5.7.3 Price NOTE 1: RESPONDENTS ARE REQUIRED TO USE ATTACHED FORMS TO SUBMIT THEIR PROPOSAL. NOTE 2: RESPONDENTS ARE STRONGLY ENCOURAGED TO REVIEW MARICOPA COUNTY’S PROCUREMENT ADMINISTRATIVE INFORMATION PRIOR TO SUBMITTING A BID. FOR THIS INFORMATION, GO TO: (https://www.maricopa.gov/DocumentCenter/View/6453). Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 22 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP ATTACHMENT A PRICING SEE BIDSYN.COM EXCEL SPREADSHEET STAND-ALONE PRICING PAGE Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 23 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP ATTACHMENT B AGREEMENT Respondent hereby certifies that Respondent has read, understands and agrees that acceptance by Maricopa County of the Respondent’s Offer will create a binding Contract. Respondent agrees to fully comply with all terms and conditions as set forth in the Maricopa County Procurement Code, and amendments thereto, together with the specifications and other documentary forms herewith made a part of this specific procurement. BY SIGNING THIS PAGE THE SUBMITTING RESPONDENT CERTIFIES THAT RESPONDENT HAS REVIEWED THE ADMINISTRATIVE INFORMATION AND STANDARD CONTRACT’S TERMS AND CONDITIONS LOCATED AT (http://www.maricopa.gov/DocumentCenter/View/6453 ) AND AGREE TO BE CONTRACTUALLY BOUND TO THEM. [] Small Business Enterprise (SBE) RESPONDENT (FIRM) SUBMITTING PROPOSAL FEDERAL TAX ID NUMBER DUNS # PRINTED NAME AND TITLE AUTHORIZED SIGNATURE / ADDRESS TELEPHONE FAX # CITY STATE ZIP DATE WEB SITE EMAIL ADDRESS Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 24 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F ATTACHMENT C RESPONDENT’S REFERENCES RESPONDENT SUBMITTING PROPOSAL: 1. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 2. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 3. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 4. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: 5. COMPANY NAME: ADDRESS: CONTACT PERSON: TELEPHONE: E-MAIL ADDRESS: Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 25 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP ATTACHMENT D US COMMUNITIES REQUIREMENTS I. SUPPLIER QUALIFICATIONS Commitments U.S. Communities views the relationship with an awarded Supplier as an opportunity to provide maximum benefit to both the Participating Public Agencies and to the Supplier. The successful foundation of the partnership requires commitments from both U.S. Communities and the Supplier. U.S. Communities requires the Supplier to make the four commitments set forth below (Corporate, Pricing, Economy, Sales) to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies: (a) Corporate Commitment. (i) The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier’s primary contractual offering of Products and Services to Public Agencies. All of Supplier’s direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier’s primary offering and not just one of Supplier’s contract options. (ii) Supplier’s sales force (including inside, direct and/or authorized dealers, distributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies. (iii) Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement. (iv) Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement. (v) Supplier shall ensure that the U.S. Communities program and the Master Agreement are actively supported by Supplier’s senior executive management. (vi) Supplier shall provide a national/senior management level representative with the authority and responsibility to ensure that the Supplier’s Commitments are maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S. Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by Supplier’s staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier-based internet web page dedicated to Supplier’s U.S. Communities program and linked to U.S. Communities’ website and shall implement and support such web page. (vii) Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that national/senior management fully supports the U.S. Communities program and its commitments and requirements. National/Senior management is defined as the executive(s) with companywide authority. (viii) Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions of the Master Agreement upon the state’s request. Regardless of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 26 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP (b) Pricing Commitment. (i) Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier’s pricing shall be evaluated on either an overall project basis or the Public Agency’s actual usage for more frequently purchased Prod ucts and Services. (ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered under the Master Agreement, Supplier shall match that lower pricing under the Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier’s obligation to match the pricing under Supplier’s contracts offering lower prices. (A) Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Agencies within the state. (B) Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to the ten cooperative members. (C) Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency. (iii) Deviating Buying Patterns. Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions, and causes Supplier’s pricing under the Master Agreement to be higher than an alternative contract he ld by Supplier. This could be created by a unique end-user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies. (iv) Supplier’s Options in Responding to a Third Party Procurement Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation: (A) Supplier may opt not to respond to the procurement solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses. (B) Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 27 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP (C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies. (D) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awarded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement. (E) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration. (c) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations. (d) Sales Commitment. Supplier shall market the Master Agreement through Supplier’s sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier’s primary offering to Public Agencies. Supplier’s sales force compensation and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies. (i) Supplier Sales. Supplier shall be responsible for proactive sales of Supplier’s Products and Services to Public Agencies and the timely follow -up to sales leads identified by U.S. Communities. Use of product catalogs, targeted advertising, direct mail, online marketing and other sales initiatives are encouraged. All of Supplier’s sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grants to Supplier, during the term of this Agreement, a non-exclusive, revocable, non-transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the Agreement, the Supplier shall provide U.S. Communities with its logo and the standards to be employed in the use of the logo for purposes of reproducing and using Supplier’s name and logo in connection with the advertising, marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the Supplier’s best overall pricing and value to eligible agencies, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract. (ii) Branding and Logo Compliance. Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S. Communities related marketing material must be submitted to U.S. Communities for review and approval. (iii) Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train on a national, regional or local level and generally assist with the education of sales personnel. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 28 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP (iv) Participating Public Agency Access. Supplier shall establish the following communication links to facilitate customer access and communication: (A) A dedicated U.S. Communities internet web-based homepage that is accessible from Supplier’s homepage or main menu navigation containing: (1) U.S. Communities standard logo with Founding Co- Sponsors logos; (2) Copy of original procurement solicitation; (3) Copy of Master Agreement including any amendments; (4) Summary of Products and Services pricing; (5) Electronic link to U.S. Communities’ online registration page; and (6) Other promotional material as requested by U.S. Communities. (B) A dedicated toll-free national hotline for inquiries regarding U.S. Communities. (C) A dedicated email address for general inquiries in the following format: uscommunities@(name of supplier).com. (v) Electronic Registration. Supplier shall be responsible for ensuring that each Public Agency has completed U.S. Communities’ online registration process prior to processing the Public Agency’s first sales order. (vi) Supplier’s Performance Review. Upon request by U.S. Communities, Supplier shall participate in a performance review meeting with U.S. Communities to evaluate Supplier’s performance of the covenants set forth in this Agreement. (vii) Supplier Content. Supplier may, from time to time, provide certain graphics, media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S. Communities websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non-exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publically perform, publically display, and use Supplier Content in connection with U.S. Communities websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 29 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP II. U.S. COMMUNITIES ADMINISTRATION AGREEMENT INFORMATION The Agreement outlines the Supplier’s general duties and responsibilities in implementing the U.S. Communities contract. The Supplier is required to execute the U.S. Communities Administration Agreement unaltered (attached hereto as Exhibit 7) and submit with the supplier’s proposal without exception or alteration. Failure to do so shall result in disqualification. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 30 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F III. SUPPLIER WORKSHEET FOR NATIONAL PROGRAM CONSIDERATION Suppliers are required to meet specific qualifications for national program consideration. Please respond in the spaces provided after each qualification statement below: A. Will pricing for all Products/Services offered be the most competitive pricing offered by your organization to Participating Public Agencies nationally? YES____ NO____ B. Does your company have the ability to provide products and services to any Participating Public Agency in all 50 states? YES____ *NO____ (*If no, identify the states where you do not have the ability to provide products and services to Participating Public Agencies.) C. Does your company have a national sales force, dealer network or distributor with the ability to call on Participating Public Agencies in at least 35 U.S. states? YES____ *NO____ (*If no, identify the states where you have the ability to call on Participating Public Agencies.) D. Check which applies for your company sales last year in the United States: _____ Sales between $0 and $25,000,000 _____ Sales between $25,000,001 and $50,000,000 _____ Sales between $50,000,001 and $100,000,000 _____ Sales greater than $100,000,001 E. Will your company assign a dedicated National Account Manager to support the resulting U.S. Communities contract? YES____ NO____ F. Does your company maintain records of your Participating Public Agencies’ sales that you can and will share with U.S. Communities to monitor program implementation progress? YES____ NO____ G. Will your company commit to the following implementation schedule? YES____ NO____ H. Will the U.S. Communities contract be your lead public offering to Participating Public Agencies? YES____ NO_____ _____________________________________________________________________________ Submitted by: ________________________________ ___________________________________ (Printed Name) (Signature) ________________________________ ___________________________________ (Title) (Date) Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 31 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP IV. NEW SUPPLIER IMPLEMENTATION CHECKLIST New Supplier Implementation Checklist Target Completion After Award 1. First Conference Call One Week Initial Kick Off Call to discuss expectations Set Contract Launch Date & Outline Kick Off Plan Establish initial contact people & roles/responsibilities Supplier Log-In Credentials established Set Agency Webinar Dates 2. Executed Legal Documents One Week U.S. Communities Admin Agreement Lead Public Agency agreement signed 3. Program Contact Requirements One Week Supplier contacts communicated to U.S. Communities Staff Dedicated email Dedicated toll free number 4. Second Conference Call Two Weeks Establish Sales Training Webinar Dates Complete Supplier Set Up Form Complete User Account and User ID Form Identify Dates for Senior Management Meeting Review Contract Commitments 5. Marketing Kick Off Call Two Weeks Overview of Marketing Requirements Establish Timeline for Marketing Deliverables Set Weekly Marketing Call Discuss Agency Webinar Slides & Set Timeframe for Deliverables 6. Initial NAM & Staff Training Meetings Three Weeks Discuss expectations, roles & responsibilities Introduce and review web-based tools Review process &expectations of Lead Referral contact with NAM & identified LRC 7. Senior Management Meeting Four Weeks Implementation Process Progress Report U.S. Communities & Vendor Organizational Overview Supplier Manager to review & further discuss commitments 8. Review Top Joint Target Opportunities Five Weeks Top 10 Local Contracts Review top U.S. Communities PPA's 9. Web Development Initiate E-Commerce Conversation Two Weeks Product Upload to U.S. Communities site Five Weeks 10. Sales Training & Roll Out Program Manager briefing - Coordinate with NAM Five Weeks Initial remote WebEx training for all sales - Coordinate with NAM Three Weeks Initiate contact with Advisory Board (AB) members Six Weeks Determine PM & Local Metro teams strategy sessions Six Weeks 11.Marketing –see marketing deliverables checklist as reviewed with marketing contact Eight Weeks 12. Agency Webinars Post Launch Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 32 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP V. SUPPLIER INFORMATION Please respond to the following requests for information about your company: National Commitments 1. Please provide a written narrative describing your understanding and acceptance of each of the Supplier Commitments (Corporate, Pricing, Economy and Sales) shown above in the Supplier Qualifications Section. Company Overview 1. Provide the total number and location of sales persons employed by your company in the United States. Example: NUMBER OF SALES REPRESENTATIVES CITY STATE 13 Phoenix AZ 6 San Francisco CA 10 Atlanta GA 12 Boise ID 6 Lexington KY 5 New Orleans LA 3 Philadelphia PA Etc.Etc. Total: 366 2. Please provide a narrative of how these sales people would be used to market the contract to eligible agencies across the country. Please describe what you have in place today and your future plans, if you were awarded the contract. 3. Explain how your company will educate its sales force about the Master Agreement. 4. Provide the company annual sales for 2015, 2016 and 2017 in the United States; Sales reporting should be segmented into the following categories: Segment 2015 Sales 2016 Sales 2017 Sales Cities Counties K-12 (Pubic/Private) Higher Education (Public/Private) States Other Public Sector and Nonprofits Federal Private Sector Total Supplier Sales SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2015, 2016, AND 2017 5. For the proposed products and services included in the scope of your response, provide annual sales for 2015, 2016 and 2017 in the United States. Sales reporting should be segmented into the following categories: Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 33 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Segment 2015 Sales 2016 Sales 2017 Sales Cities Counties K-12 (Pubic/Private) Higher Education (Public/Private) States Other Public Sector and Nonprofits Federal Private Sector Total Supplier Sales SUPPLIER ANNUAL SALES IN THE UNITED STATE FOR 2015, 2016, AND 2017 6. Provide a list of your company’s ten largest public agency customers, including contact information. 7. Please list any existing regional and/or national cooperative purchasing programs. Provide the entity’s name(s), contract scope, contract term (including contract options) and annual volume by year for each of the last three years. Order Processing and Distribution 1. Describe your company’s normal order processing procedure from point of customer contact through delivery and billing. 2. How do you help Public Agencies assess their needs and decide on a scope of work for a project? 3. In what formats do you accept orders (telephone, ecommerce, etc.)? 4. Please state if you use a single system or platform for all phases of ordering, processing, delivery and billing. 5. Please state your normal payment terms and any quick-pay incentives available to Participating Public Agencies. 6. State which forms of ordering allow the use of a procurement card and the accepted banking (credit card) affiliation. 7. Describe how your company proposes to distribute the Products and Services nationwide. 8. Identify all other companies that will be involved in processing, handling or shipping the Products and Services to the end user. 9. Provide the number, size and location of your company’s distribution facilities, warehouses, support centers and retail network (if applicable). 10. Describe your ability to provide customized reports (i.e. commodity histories, purchase histories by department, green spend, etc.) for each Participating Public Agency. 11. If applicable, describe your company’s ability to do business with manufacturer/dealer/distribution organizations that are either small or MWBE businesses as defined by the Small Business Administration. a. If applicable, describe other ways your company can be sensitive to a Participating Public Agency’s desire to utilize local and/or MWBE companies, such as number of local employees and offices in a particula r geographic area, companies your firm is using that may be local (i.e. local delivery truck company), etc. b. If applicable, provide details on any products or services being offered by your company where the manufacturer or service provider is either a small or MWBE business as defined by the Small Business Administration. Provide product/service name, company name and small/MWBE designation. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 34 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Marketing and Sales 1. Provide a detailed outline of your company’s sales and marketing plan for marketing your of fering to eligible agencies nationwide. 2. Explain how your company will market and transition the Master Agreement into the primary offering to Participating Public Agencies. How will your organization differentiate the new agreement from existing contracts you may have today? 3. Please describe your sales goals if awarded the Master Agreement, including targeted dollar volume by year: $_______.00 in year one $_______.00 in year two $_______.00 in year three National Staffing Plan 1. Please identify the key personnel who will lead and support the implementation period of the contract outlined in the New Supplier Implementation Checklist, above, along with the amount of time to be devoted to implementation. 2. Identify the key personnel who are to be engaged in this contract throughout the term of the contract, including each of the roles described below: Role Description of Role Person Responsible and Title Time Commitment (%) Executive Sponsor Responsible for the corporate commitment. Works with Supplier Manager. National Account Manager Responsible for sales efforts and training of sales people across the country. Works daily with Program Managers and Supplier Manager. Lead Referral Manager Responsible for distributing leads generated through the USC website. Marketing Lead Responsible for all marketing efforts. Works with USC marketing regularly. IT Lead Responsible for building USC landing page for supplier. Reporting Lead Responsible for providing monthly reports to USC. 3. Provide an organizational chart of your company. 4. Submit a bio for each of the below personnel: Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 35 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP a. The person your company proposes to serve as the National Accounts Manager; b. Each person that will have primary responsibility for U.S. Communities account management; and c. Key executive personnel that will be supporting the program. Products, Services and Solutions 1. Provide a description of how your offering meets the requirements set forth in Section 2 of the RFP. The primary objective is for each Supplier to provide its complete offering so that Participating Public Agencies may purchase a range of products and services as appropriate for their needs. 2. Please describe any training and educational programs you offer. This may include the ability to provide on-site or online training and educational seminars or technical knowledge. 3. Please provide any consulting services included in your offering. Examples include inventory solutions, emergency preparedness programs and design services. 4. State your normal delivery time (in days) and any options for expediting delivery, if applicable. 5. Please state your backorder policy. 6. Please state restocking fees and procedures for returning products. Environmental 1. Provide a brief description of your company’s environmental initiatives, including your company’s environmental policies and/or strategies, your investments in being an environmentally preferable product leader, and any resources dedicated to your environmental strategy, including staff. 2. Describe your company’s process for defining, verifying, and labeling green/sustainable products and services in your offering. Explain how you help public agencies navigate toward the green products in your offering through website filters, keyword searches, displaying eco-logos, etc. 3. Describe your company’s recycling services. Describe any buy back or take back options offered for products sold on this contract such as batteries, mercury-containing equipment, paint, chemicals, etc. Describe your company’s efforts to reduce or reuse packaging (or avoid difficult-to-recycle packaging such as polystyrene foam) and minimize the environmental footprint in the shipping process. 4. What percentage of your offering is environmentally preferable and what are your plans to improve this offering? Financial Statements 1. Submit your latest Dun & Bradstreet report. 2. Please include an audited income statement and balance sheet from the most recent reporting period. Additional Information Please use this opportunity to describe any other offerings your organization can provide that you feel will give additional value and benefit to Participating Public Agencies. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 36 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 1 BIDSYNC REGISTRATION AND ELECTRONIC SUBMISSION REQUIREMENTS BidSync.com Registration is FREE and REQUIRED for all vendors. Register On-line at (https://www.bidsync.com). Select Free Registration. Upon completion of your on-line registration, you are responsible for updating any changes to your information. Please retain your Login ID and Password for future use. For assistance, please contact BidSync Vendor Support Department via phone or email, during regular business hours: 1 - 800-990-9339 or (agencysupport@BidSync.com). BIDSYNC ELECTRONIC SUBMISSION INSTRUCTIONS When submitting a response (proposal, quote or bid) electronically through BidSync, it is the sole responsibility of the supplier to ensure that the response is received by BidSync prior to the closing date and time. Each of the following steps in BidSync MUST be completed in order to place an offer: A. Login to www.bidsync.com; B. Locate the bid (solicitation) to which you are responding; a. Click the “Search” tab on the top left of the page; b. Enter keyword or bid (solicitation) number and click “Search”; C. Click on the “Bid title/description” to open the Bid (solicitation) Information Page; D. “View and Accept” documents in the document section; E. Select “Place Offer” found at the bottom of the page; F. Enter your pricing, notes, other required information, and upload attachments to this page; G. Click “Submit” at the bottom of the page; H. Review Offer(s); and I. Enter your password and click “Confirm”. Note that the final step in submitting a response involves the supplier’s acknowledgement that the information and documents entered into the BidSync system are accurate and represent the supplier’s actual proposal, quote or bid. This acknowledgement is registered in BidSync when the supplier clicks “Confirm”. BidSync will post a notice that the offer has been received. This notice from BidSync MUST be recorded prior to the closing date and time or the response will be considered late and will not be accepted. Be aware that entering information and uploading documents into BidSync may take considerable time. Please allow sufficient time to complete the online forms and upload documents. Suppliers should not wait until the last minute to submit a response. It is recommended that Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 37 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP suppliers submit responses a minimum of 24 hours prior to the closing deadline. The deadline for submitting information and documents will end at the closing time indicated in the solicitation. All information and documents must be fully entered, uploaded, acknowledged (Confirm) and recorded into BidSync before the closing time or the system will stop the process and the response will be considered late and will not be accepted. Responses submitted in BidSync are completely secure. No one (including County purchasing staff) can see responses until after the deadline. Suppliers may modify or change their response at any time prior to the closing deadline. However, all modifications or changes must be completed and acknowledged (Confirm) in the BidSync system prior to the deadline. BidSync will post a notice that the modification/change (new offer) has been received. This notice from BidSync MUST be recorded prior to the closing date and time or the response will be considered late and will not be accepted. If you have not been asked to enter your password and click Save to save your response, your offer has not been updated. Please be aware that typing in your password acts as your electronic signature, which is just as legal and binding as an original signature. (See Electronic Signatures in Global and National Commerce Act for more information.) Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 38 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 2 SAMPLE TRANSMITTAL LETTER (To be typed on the letterhead of Offeror) Maricopa County Office of Procurement Services 320 West Lincoln Street Phoenix, Arizona 85003-2494 Re: 180233-RFP, ORACLE PRODUCTS AND SERVICES To Whom It May Concern: (NAME OF COMPANY) (Herein referred to as the "RESPONDENT"), hereby submits its response to your Request for Proposal dated , and agrees to perform as proposed in their proposal, if awarded the contract. The Respondent shall thereupon be contractually obligated to carry out its responsibilities respecting the services proposed. Kindly advise this in writing on or before if you should desire to accept this proposal. Very truly yours, _______________________________ NAME (please print) _______________________________ SIGNATURE _______________________________ TITLE (please print) Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 39 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 3 OFFICE OF PROCUREMENT SERVICES 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): (www.gsa.gov). 2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. They should be included in the contractor’s hourly rate as an overhead charge. 2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or incidentals. 3.0 Commercial air travel shall be reimbursed as follows: 3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County Contract Administrator as a result of the business need of the County when there is no lower fare available. 3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site. 3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air travel. 4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same travel period will not be permitted without prior written approval by the County Contract Administrator. 4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse contractor if the contractor chooses to purchase this 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. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 40 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s) or other any transportation costs. 5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre-approved by the County Contract Administrator. These costs include (but not limited to) the following: in-room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, fuel costs associated with non-County activities, tips that exceed the per diem allowance, health club fees, and entertainment costs. Claims for unauthorized travel expenses will not be honored and are not reimbursable. 6.0 Travel and per diem expenses shall be capped at 15% of project price unless otherwise specified in individual contracts. 7.0 Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator. No travel and per diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of all receipts. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 41 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 4 DRAFT CONTRACT SEE WORD FILE 180233-EXHIBIT 4 DRAFT CONTRACT Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 42 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 5 INSURANCE CERTIFICATE EXAMPLE Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 43 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 6 MASTER INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENT This Master Intergovernmental Cooperative Purchasing Agreement (“Agreement”) is made between certain government agencies that execute a Lead Public Agency Certificate (collectively, “Lead Public Agencies”) to be appended and made a part hereof and other government agencies (“Participating Public Agencies”) that agree to the terms and conditions hereof through the U.S. Communities registration process and made a part hereof. RECITALS WHEREAS, after a competitive solicitation and selection process by Lead Public Agencies, in compliance with their own policies, procedures, rules and regulations, a number of suppliers (each, a “Contract Supplier”) have entered into Master Agreements with Lead Public Agencies to provide a variety of goods, products and services based on national and international volumes (herein “Products and Services”); WHEREAS, Master Agreements are made available by Lead Public Agencies through U.S. Communities and provide that Participating Public Agencies may purchase Products and Services on the same terms, condition s and pricing as the Lead Public Agency, subject to any applicable local purchasing ordinances and the laws of the State of purchase; WHEREAS, the parties desire to comply with the requirements and formalities of any intergovernmental cooperative act, if applicable, to the laws of the State of purchase; WHEREAS, the parties hereto desire to conserve resources and reduce procurement cost; WHEREAS, the parties hereto desire to improve the efficiency, effectiveness and economy of the procurement of necessary Products and Services; NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and of the mutual benefits to result, the parties agree as follows: 1. That each party will facilitate the cooperative procurement of Products and Services. 2. That the procurement of Products and Services subject to this Agreement shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules and regulations that govern each party’s procurement practices. 3. That the cooperative use of solicitations obtained by a party to this Agreement shall be in accordance with the terms and conditions of the solicitation, except as modification of those terms and conditions is otherwise allowed or required by applicable law. 4. That the Lead Public Agencies will make available, upon reasonable request and subject to convenience, information which may assist in improving the effectiveness, efficiency and economy of Participating Public Agencies’ procurement of Products and Services. 5. That the Participating Public Agency will make timely payments to the Contract Supplier for Products and Services received in accordance with the terms and conditions of the procurement. Payment, inspections and acceptance of Products and Services ordered by the Participating Public Agency shall be the exclusive obligation of such Participating Public Agency. Disputes between the Participating Public Agency and Contract Supplier are to be resolved in accord with the law and venue rules of the State of purchas e. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 44 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6. The Participating Public Agency shall not use this Agreement as a method for obtaining additional concessions or reduced prices for similar products or services. 7. The Participating Public Agency is solely responsible for ordering, accepting, and paying and any other action, inaction or decision regarding the Products and Services obtained under this Agreement. A Lead Public Agency shall not be liable in any manner for any action or inaction or decisions taken by a Participating Public Agency. The Participating Public Agency shall, to the extent permitted by applicable law, hold the Lead Public Agency harmless from any liability that may arise from action or inaction of the Participating Public Agency. 8. The exercise of any rights or remedies by the Participating Public Agency shall be the exclusive obligation of such Participating Public Agency. 9. This Agreement shall remain in effect until termination by a party giving thirty (30) days prior written notice to U.S. Communities at 2999 Oak Road, Suite 710, Walnut Creek, CA 94597. 10. This Agreement shall become effective after execution of the Lead Public Agency Certificate or Participating Public Agency registration, as applicable. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 45 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 7 ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT (“Agreement”) is made as of ________________, by and between U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE (“U.S. Communities”) and _______________________ (“Supplier”). RECITALS WHEREAS, (“Lead Public Agency”) has entered into a certain Master Agreement dated as of even date herewith, referenced as Agreement No. _______, by and between Lead Public Agency and Supplier (as amended from time to time in accordance with the terms thereof, the “Master Agreement”) for the purchase of ___________________ (the “Products and Services”); WHEREAS, the Master Agreement provides that any state, county, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution (including community colleges, colleges and universities, both public and private), other government agency or nonprofit organization (each a “Public Agency” and collectively, “Public Agencies”) may purchase Products and Services at the prices indicated in the Master Agreement upon prior registration with U.S. Communities, in which case the Public Agency becomes a “Participating Public Agency”; WHEREAS, U.S. Communities has the administrative and legal capacity to administer purchases under the Master Agreement to Participating Public Agencies; WHEREAS, U.S. Communities serves in an administrative capacity for Lead Public Agency and other lead public agencies in connection with other master agreements offered by U.S. Communities; WHEREAS, Lead Public Agency desires U.S. Communities to proceed with administration of the Master Agreement on the same basis as other master agreements; WHEREAS, “U.S. Communities Government Purchasing Alliance” is a trade name licensed by U.S. Communities Purchasing & Finance Agency; and WHEREAS, U.S. Communities and Supplier desire to enter into this Agreement to make available the Master Agreement to Participating Public Agencies. NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, U.S. Communities and Supplier hereby agree as follows: ARTICLE I GENERAL TERMS AND CONDITIONS 1.1 The Master Agreement, attached hereto as Exhibit A and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. 1.2 U.S. Communities shall be afforded all of the rights, privileges and indemnifications afforded to Lead Public Agency under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to U.S. Communities under this Agreement including, without limitation, Supplier’s obligation to provide insurance and indemnifications to Lead Public Agency. 1.3 Supplier shall perform all duties, responsibilities and obligations required under the Master Agreement. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 46 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 1.4 U.S. Communities shall perform all of its duties, responsibilities and obligations as administrator of purchases under the Master Agreement as set forth herein, and Supplier acknowledges that U.S. Communities shall act in the capacity of administrator of purchases under the Master Agreement. 1.5 With respect to any purchases made by Lead Public Agency or any Participating Public Agency pursuant to the Master Agreement, U.S. Communities (a) shall not be construed as a dealer, re-marketer, representative, partner, or agent of any type of Supplier, Lead Public Agency or such Participating Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Lead Public Agency, any Participating Public Agency or any employee of Lead Public Agency or a Participating Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by a Participating Public Agency to (i) comply with procedures or requirements of applicable law or ordinance, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. U.S. Communities makes no representations or guaranties with respect to any minimum purchases required to be made by Lead Public Agency, any Participating Public Agency, or any employee of Lead Public Agency or a Participating Public Agency under the Master Agreement. ARTICLE II TERM OF AGREEMENT 2.1 This Agreement is effective as of ____________________ and shall terminate upon termination of the Master Agreement or any earlier termination in accordance with the terms of this Agreement, provided, however, that the obligation to pay all amounts owed by Supplier to U.S. Communities through the termination of this Agreement and all indemnifications afforded by Supplier to U.S. Communities shall survive the term of this Agreement. ARTICLE III REPRESENTATIONS AND COVENANTS 3.1 U.S. Communities views the relationship with Supplier as an opportunity to provide benefits to the Lead Public Agency, Public Agencies and Supplier. The successful foundation of the relationship requires certain representations and covenants from both U.S. Communities and Supplier. 3.2 U.S. Communities’ Representations and Covenants. (a) Marketing. U.S. Communities shall proactively market the Master Agreement to Public Agencies using resources such as a network of major sponsors including the National League of Cities (NLC), National Association of Counties (NACo), United States Conference of Mayors (USCM), and the Association of School Business Officials (ASBO) (collectively, the “Founding Co-Sponsors”) and individual national, regional and state-level sponsors. In addition, the U.S. Communities staff shall make best efforts to enhance Supplier’s marketing efforts through meetings with Public Agencies, participation in key events and tradeshows and other marketing activity such as advertising, articles and promotional campaigns. (b) Training and Knowledge Management Support. U.S. Communities shall provide support for the education, training and engagement of Supplier’s sales force as provided herein. Through its staff (eac h, a “Program Manager” and collectively, the “Program Managers”), U.S. Communities shall, with scheduling assistance from Supplier, conduct training sessions and conduct calls jointly with Supplier to Public Agencies. U.S. Communities shall also provide Supplier with access to U.S. Communities’ private intranet website which provides presentations, documents and information to assist Supplier’s sales force in effectively promoting the Master Agreement. 3.3 Supplier’s Representations and Covenants. Supplier hereby represents and covenants as follows in order to ensure that Supplier is providing the highest level of public benefit to Participating Public Agencies (such Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 47 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP representations and covenants are sometimes referred to as “Supplier’s Commitments” and are comprised of the Corporate Commitment, Pricing Commitment, Economy Commitment and Sales Commitment): (a) Corporate Commitment. (i) The pricing, terms and conditions of the Master Agreement shall, at all times, be Supplier’s primary contractual offering of Products and Services to Public Agencies. All of Supplier’s direct and indirect marketing and sales efforts to Public Agencies shall demonstrate that the Master Agreement is Supplier’s primary offering and not just one of Supplier’s contract options. (ii) Supplier’s sales force (including inside, direct and/or authorized dealers, distributors and representatives) shall always present the Master Agreement when marketing Products or Services to Public Agencies. (iii) Supplier shall advise all Public Agencies that are existing customers of Supplier as to the pricing and other value offered through the Master Agreement. (iv) Upon authorization by a Public Agency, Supplier shall transition such Public Agency to the pricing, terms and conditions of the Master Agreement. (v) Supplier shall ensure that the U.S. Communities program and the Master Agreement are actively supported by Supplier’s senior executive management. (vi) Supplier shall provide a national/senior management level representative with the authority and responsibility to ensure that the Supplier’s Commitments are maintained at all times. Supplier shall also designate a lead referral contact person who shall be responsible for receiving communications from U.S. Communities concerning new Participating Public Agency registrations and for ensuring timely follow-up by Supplier’s staff to requests for contact from Participating Public Agencies. Supplier shall also provide the personnel necessary to implement and support a supplier-based internet web page dedicated to Supplier’s U.S. Communities program and linked to U.S. Communities’ website and shall implement and support such web page. (vii) Supplier shall demonstrate in its procurement solicitation response and throughout the term of the Master Agreement that national/senior management fully supports the U.S. Communities program and its commitments and requirements. National/Senior management is defined as the executive(s) with companywide authority. (viii) Where Supplier has an existing contract for Products and Services with a state, Supplier shall notify the state of the Master Agreement and transition the state to the pricing, terms and conditions of the Master Agreement upon the state’s request. Regardless of whether the state decides to transition to the Master Agreement, Supplier shall primarily offer the Master Agreement to all Public Agencies located within the state. (b) Pricing Commitment. (i) Supplier represents to U.S. Communities that the pricing offered under the Master Agreement is the lowest overall available pricing (net to purchaser) on Products and Services that it offers to Public Agencies. Supplier’s pricing shall be evaluated on either an overall project basis or the Public Agency’s actual usage for more frequently purchased Products and Services. (ii) Contracts Offering Lower Prices. If a pre-existing contract and/or a Public Agency’s unique buying pattern provide one or more Public Agencies a lower price than that offered un der the Master Agreement, Supplier shall match that lower pricing under the Master Agreement and inform the eligible Public Agencies that the lower pricing is available under the Master Agreement. If an eligible Public Agency requests to be transitioned to the Master Agreement, Supplier shall do so and report the Public Agency’s purchases made under the Master Agreement going forward. The price match only applies to the eligible Public Agencies. Below are three examples of Supplier’s obligation to match the pricing under Supplier’s contracts offering lower prices. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 48 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP (A) Supplier holds a state contract with lower pricing that is available to all Public Agencies within the state. Supplier would be required to match the lower state pricing under the Master Agreement and make it available to all Public Agencies within the state. (B) Supplier holds a regional cooperative contract with lower pricing that is available only to the ten cooperative members. Supplier would be required to match the lower cooperative pricing under the Master Agreement and make it available to the ten cooperative members. (C) Supplier holds a contract with an individual Public Agency. The Public Agency contract does not contain any cooperative language and therefore other Public Agencies are not eligible to utilize the contract. Supplier would be required to match the lower pricing under the Master Agreement and make it available only to the individual Public Agency. (iii) Deviating Buying Patterns. Occasionally U.S. Communities and Supplier may interact with a Public Agency that has a buying pattern or terms and conditions that considerably deviate from the normal Public Agency buying pattern and terms and conditions, and causes Supplier’s pricing under the Master Agreement to be higher than an alternative contract held by Supplier. This could be created by a unique end-user preference or requirements. In the event that this situation occurs, Supplier may address the issue by lowering the price under the Master Agreement on the item(s) causing the large deviation for that Public Agency. Supplier would not be required to lower the price for other Public Agencies. (iv) Supplier’s Options in Responding to a Third Party Procurement Solicitation. While it is the objective of U.S. Communities to encourage Public Agencies to piggyback on to the Master Agreement rather than issue their own procurement solicitations, U.S. Communities recognizes that for various reasons some Public Agencies will issue their own solicitations. The following options are available to Supplier when responding to a Public Agency solicitation: (A) Supplier may opt not to respond to the procurement solicitation. Supplier may make the Master Agreement available to the Public Agency as a comparison to its solicitation responses. (B) Supplier may respond with the pricing, terms and conditions of the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. (C) If competitive conditions require pricing lower than the standard Master Agreement pricing, Supplier may submit lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales would be reported as sales under the Master Agreement. Supplier would not be required to extend the lower price to other Public Agencies. (D) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement. If awarded a contract, Supplier shall still be bound by all obligations set forth in this Section 3.3, including, without limitation, the requirement to continue to advise the awarding Public Agency of the pricing, terms and conditions of the Master Agreement. (E) Supplier may respond to the procurement solicitation with pricing that is higher (net to buyer) than the pricing offered under the Master Agreement and if an alternative response is permitted, Supplier may offer the pricing under the Master Agreement as an alternative for consideration. (c) Economy Commitment. Supplier shall demonstrate the benefits, including the pricing advantage, of the Master Agreement over alternative options, including competitive solicitation pricing and shall proactively offer the terms and pricing under the Master Agreement to Public Agencies as a more effective alternative to the cost and time associated with such alternate bids and solicitations. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 49 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP (d) Sales Commitment. Supplier shall market the Master Agreement through Supplier’s sales force or dealer network that is properly trained, engaged and committed to offering the Master Agreement as Supplier’s primary offering to Public Agencies. Supplier’s sales force compensation and incentives shall be greater than or equal to the compensation and incentives earned under other contracts to Public Agencies. (i) Supplier Sales. Supplier shall be responsible for proactive sales of Supplier’s Products and Services to Public Agencies and the timely follow-up to sales leads identified by U.S. Communities. Use of product catalogs, targeted advertising, direct mail, online marketing and other sales initiatives are encouraged. All of Supplier’s sales materials targeted towards Public Agencies shall include the U.S. Communities logo. U.S. Communities hereby grants to Supplier, during the term of this Agreement, a non-exclusive, revocable, non-transferable, license to use the U.S. Communities name, trademark, and logo solely to perform its obligations under this Agreement, and for no other purpose. Any goodwill, rights, or benefits derived from Supplier's use of the U.S. Communities name, trademark, or logo shall inure to the benefit of U.S. Communities. U.S. Communities shall provide Supplier with its logo and the standards to be employed in the use of the logo. During the term of the Agreement, the Supplier shall provide U.S. Communities with its logo and the standards to be employed in the use of the logo for purposes of reproducing and using Supplier’s name and logo in connection with the advertising, marketing and promotion of the Master Agreement to Public Agencies. Supplier shall assist U.S. Communities by providing camera-ready logos and by participating in related trade shows and conferences. At a minimum, Supplier's sales initiatives shall communicate that (i) the Master Agreement was competitively solicited by the Lead Public Agency, (ii) the Master Agreement provides the Supplier’s best overall pricing and value to eligible agencies, (iii) there is no cost to Participating Public Agencies, and (iv) the Master Agreement is a non-exclusive contract. (ii) Branding and Logo Compliance. Supplier shall be responsible for complying with the U.S. Communities branding and logo standards and guidelines. Prior to use by Supplier, all U.S. Communities related marketing material must be submitted to U.S. Communities for review and approval. (iii) Sales Force Training. Supplier shall train its national sales force on the Master Agreement and U.S. Communities program. U.S. Communities shall be available to train on a national, regional or local level and generally assist with the education of sales personnel. (iv) Participating Public Agency Access. Supplier shall establish the following communication links to facilitate customer access and communication: (A) A dedicated U.S. Communities internet web-based homepage that is accessible from Supplier’s homepage or main menu navigation containing: (1) U.S. Communities standard logo with Founding Co- Sponsors logos; (2) Copy of original procurement solicitation; (3) Copy of Master Agreement including any amendments; (4) Summary of Products and Services pricing; (5) Electronic link to U.S. Communities’ online registration page; and (6) Other promotional material as requested by U.S. Communities. (B) A dedicated toll-free national hotline for inquiries regarding U.S. Communities. (C) A dedicated email address for general inquiries in the following format: uscommunities@(name of supplier).com. (v) Electronic Registration. Supplier shall be responsible for ensuring that each Public Agency has completed U.S. Communities’ online registration process prior to processing the Public Agency’s first sales order. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 50 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP (vi) Supplier’s Performance Review. Upon request by U.S. Communities, Supplier shall participate in a performance review meeting with U.S. Communities to evaluate Supplier’s performance of the covenants set forth in this Agreement. (vii) Supplier Content. Supplier may, from time to time, provide certain graphics, media, and other content to U.S. Communities (collectively "Supplier Content") for use on U.S. Communities websites and for general marketing and publicity purposes. During the term of the Agreement, Supplier hereby grants to U.S. Communities and its affiliates a non-exclusive, worldwide, free, transferrable, license to reproduce, modify, distribute, publically perform, publically display, and use Supplier Content in connection with U.S. Communities websites and for general marketing and publicity purposes, with the right to sublicense each and every such right. Supplier warrants that: (a) Supplier is the owner of or otherwise has the unrestricted right to grant the rights in and to Supplier Content as contemplated hereunder; and (b) the use of Supplier Content and any other materials or services provided to U.S. Communities as contemplated hereunder will not violate, infringe, or misappropriate the intellectual property rights or other rights of any third party 3.4 Breach of Supplier’s Representations and Covenants. The representations and covenants set forth in this Agreement are the foundation of the relationship between U.S. Communities and Supplier. If Supplier is found to be in violation of, or non-compliance with, one or more of the representations and covenants set forth in this Agreement, Supplier shall have ninety (90) days from the notice of default to cure such violation or non- compliance and, if Supplier fails to cure such violation or non-compliance within such notice period, it shall be deemed a cause for immediate termination of the Master Agreement at Lead Public Agency’s sole discretion or this Agreement at U.S. Communities’ sole discretion. 3.5 Indemnity. Supplier hereby agrees to indemnify and defend U.S. Communities, and its parent companies, subsidiaries, affiliates, shareholders, member, manager, officers, directors, employees, agents, and representatives from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of any of Supplier's representations, warranties, or covenants in this Agreement. ARTICLE IV PRICING AUDITS 4.1 Supplier shall, at Supplier’s sole expense, maintain an accounting of all purchases made by Lead Public Agency and Participating Public Agencies under the Master Agreement. U.S. Communities and Lead Public Agency each reserve the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. U.S. Communities shall have the authority to conduct random audits of Supplier’s pricing that is offered to Participating Public Agencies at U.S. Communities’ sole cost and expense. Notwithstanding the foregoing, in the event that U.S. Communities is made aware of any pricing being offered to three (3) or more Participating Public Agencies that is materially inconsistent with the pricing under the Master Agreement, U.S. Communities shall have the ability to conduct a reasonable audit of Supplier’s pricing at Supplier’s sole cost and expense during regular business hours upon reasonable notice. U.S. Communities may conduct the audit internally or may engage a third-party auditing firm on a non-contingent basis. Supplier shall solely be responsible for the cost of the audit. In the event of an audit, the requested materials shall be provided in the format and at the location where kept in the ordinary course of business by Supplier. ARTICLE V FEES & REPORTING 5.1 Administrative Fees. Supplier shall pay to U.S. Communities a monthly administrative fee based upon the total sales price of all purchases shipped and billed pursuant to the Master Agreement, excluding taxes, in Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 51 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP the amount of two percent (2%) of aggregate purchases made during each calendar month (individually and collectively, “Administrative Fees”). Supplier’s annual sales shall be measured on a calendar year basis. All Administrative Fees shall be payable in U.S. Dollars and shall be made by wire to U.S. Communities, or its designee or trustee as may be directed in writing by U.S. Communities. Administrative Fees shall be due and payable within thirty (30) days of the end of each calendar month for purchases shipped and billed during such calendar month. U.S. Communities agrees to pay to Lead Public Agency five percent (5%) of all Administrative Fees received from Supplier to help offset Lead Public Agency’s costs incurred in connection with managing the Master Agreement nationally. 5.2 Sales Reports. Within thirty (30) days of the end of each calendar month, Supplier shall deliver to U.S. Communities an electronic accounting report, in the format prescribed by Exhibit B, attached hereto, summarizing all purchases made under the Master Agreement during such calendar month (“Sales Report”). All purchases indicated in the Sales Report shall be denominated in U.S. Dollars. All purchases shipped and billed pursuant to the Master Agreement for the applicable calendar month shall be included in the Sales Report. Submitted reports shall be verified by U.S. Communities against its registration database. Any data that is inconsistent with the registration database shall be changed prior to processing. U.S. Communities reserves the right upon reasonable advance notice to Supplier to change the prescribed report format to accommodate the distribution of the Administrative Fees to its program sponsors and state associations. 5.3 Exception Reporting/Sales Reports Audits. U.S. Communities or its designee may, at its sole discretion, compare Supplier’s Sales Reports with Participating Public Agency records or other sales analysis performed by Participating Public Agencies, sponsors, advisory board members or U.S. Communities staff. If there is a material discrepancy between the Sales Report and such records or sales analysis as determined by U.S. Communities, U.S. Communities shall notify Supplier in writing and Supplier shall have thirty (30) days from the date of such notice to resolve the discrepancy to U.S. Communities’ reasonable satisfa ction. Upon resolution of the discrepancy, Supplier shall remit payment to U.S. Communities’ trustee within fifteen (15) calendar days. Any questions regarding an exception report should be directed to U.S. Communities in writing to reporting@uscommunities.org. If Supplier does not resolve the discrepancy to U.S. Communities’ reasonable satisfaction within thirty (30) days, U.S. Communities shall have the right to engage outside services to conduct an independent audit of Supplier’s reports. Supplier shall solely be responsible for the cost of the audit. 5.4 Online Reporting. Within forty-five (45) days of the end of each calendar month, U.S. Communities shall provide online reporting to Supplier containing Supplier’s sales reporting for such calendar month. Supplier shall have access to various reports through the U.S. Communities intranet website. Such reports are useful in resolving reporting issues and enabling Supplier to better manage its Master Agreement. 5.5 Usage Reporting. Within thirty (30) days of the end of each contract year, Supplier shall deliver to U.S. Communities an electronic usage report of all sales under the Master Agreement, including: (i) Supplier’s Product Number (ii) Product Description (iii) Manufacturer Name (iv) Manufacturer Number (v) Unit of Measure (vi) U.S. Communities Price (vii) Number of times ordered (viii) Units sold (ix) Sales by Manufacturer 5.6 Supplier’s Failure to Provide Reports or Pay Administrative Fees . Failure to provide a Sales Report or pay Administrative Fees within the time and in the manner specified herein shall be regarded as a material breach under this Agreement and if not cured within thirty (30) days of written notice to Supplier, shall be deemed a cause for termination of the Master Agreement at Lead Public Agency’s sole discretion or this Agreement at U.S. Communities’ sole discretion. All Administrative Fees not paid within thirty (30) days of the end of the previous calendar month shall bear interest at the rate of one and one-half percent (1.5%) per month until paid in full. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 52 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP ARTICLE VI MISCELLANEOUS 6.1 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. 6.2 Assignment. (a) Supplier. Neither this Agreement nor any rights or obligations hereunder shall be assignable by Supplier without prior written consent of U.S. Communities, and any assignment without such consent shall be void. (b) U.S. Communities. This Agreement and any rights or obligations hereunder may be assigned by U.S. Communities in U.S. Communities’ sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform U.S. Communities’ obligations hereunder. 6.3 Notices. All reports, notices or other communications given hereunder shall be delivered by first- class mail, postage prepaid, or overnight delivery requiring signature on receipt to the addresses as set forth below. U.S. Communities may, by written notice delivered to Supplier, designate any different address to which subsequen t reports, notices or other communications shall be sent. U.S. Communities: U.S. Communities 9711 Washingtonian Blvd. Suite 100 Gaithersburg, MD 20878-7381 Attn: Program Manager Administration Supplier: ________________________________ ________________________________ ________________________________ ________________________________ Attn: U.S. Communities Program Manager 6.4 Severability. If any provision of this Agreement shall be deemed to be, or shall in fact be, illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. 6.5 Waiver. Any failure of a party to enforce, for any period of time, any of the provisions under this Agreement shall not be construed as a waiver of such provisions or of the right of said party thereafter to enforce each and every provision under this Agreement. 6.6 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 6.7 Modifications. This Agreement may not be effectively amended, changed, modified, altered or terminated without the prior written consent of the parties hereto. 6.8 Governing Law; Arbitration. This Agreement will be governed by and interpreted in accordance with the laws of the State of California without regard to any conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this dispute resolution clause, shall be determined by arbitration in Walnut Creek, California, before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 53 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP remedies in aid of arbitration from a court of appropriate jurisdiction. The prevailing party will be entitled to recover its reasonable attorneys' fees and arbitration costs from the other party. The arbitration award shall be final and binding. Each party commits that prior to commencement of arbitration proceedings, the parties shall submit the dispute to JAMS for mediation. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. The mediation will be conducted by each party designating a duly authorized officer or other representative to represent the party with the authority to bind the party, and that the parties agree to exchange informally such information as is reasonably necessary and relevant to the issues being mediated. All offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator or any JAMS employees, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within thirty (30) days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration shall proceed. The mediation may continue, if the parties so agree, after the appointment of the arbitrator. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending. 6.9 Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon U.S. Communities, Supplier and any successor and assign thereto; subject, however, to the limitations contained herein. [Remainder of Page Intentionally Left Blank – Signatures Follow] Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 54 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP IN WITNESS WHEREOF, U.S. Communities has caused this Agreement to be executed in its name and Supplier has caused this Agreement to be executed in its name, all as of the date first written above. U.S. Communities: U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE By _______________________________ Name: Kevin Juhring Title: President Supplier: _____________________________________ By _______________________________ Name: _______________________________ Title: _______________________________ Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 55 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP SALES REPORT FORMAT Appendix B - US (Data Format) TIN Supplier ID Account No.Agency Name Dept Name Address City State Zip Agency Type Year Qtr Month Amount 956000735 178 89518997 CITY OF LA/MGMT EMPL SVCS Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2015 3 1 1525.50 956000222 178 34868035 LOS ANGELES COUNTY Facilities 350 S FIGUEROA ST STE 700 LOS ANGELES CA 90071 30 2015 3 1 1603.64 956000735 178 89496461 CITY OF LA/ENVIRON AFFAIR Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2015 3 1 1625.05 956000735 178 89374835 CITY OF LA/COMMUNITY DEV Purchasing 555 RAMIREZ ST STE 312 LOS ANGELES CA 90012 20 2015 3 1 45090.79 066002010 178 328NA0001053 GROTON TOWN OF PUBLIC WORKS Water 123 A St.GROTON CT 06340 20 2015 3 1 318.00 066001854 178 328NA0001051 GROTON CITY OF Administration 123 A St.GROTON CT 06340 20 2015 3 1 212.00 Column Name Required Data Type Length Example Comment TIN Optional Text 9 956000735 No Dash, Do not omit leading zero. Supplier ID Yes Number 3 111 See Supplier ID Table Below Account No. Yes Text 25 max Agency Name Yes Text 255 max Dept Name Optional Text 255 max Address Yes Text 255 max City Yes Text 255 max Los Angeles Must be a valid City name State Yes Text 2 CA Zip Yes Text 5 90071 No Dash, Do not omit leading zero, Valid zip code Agency Type Yes Number 2 30 See Agency Type Table Below Year Yes Number 4 2010 Qtr Yes Number 1 4 Month Yes Number 2 Amount Yes Number variable 45090.79 Two digit decimal point, no $ sign or commas Agency Type ID Agency Type Description 10 K-12 11 Community College 12 College and University 20 City 21 City Special District 22 Consolidated City/County 30 County 31 County Special District 40 Federal 41 Crown Corporations 50 Housing Authority 80 State Agency 81 Independent Special District 82 Non-Profit 84 Other Agency Type Table Sales Report Template SALES REPORT DATA FORMAT Depends on supplier account no. Los Angeles County Purchasing Dept 12 Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 56 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP EXHIBIT 8 STATE NOTICE ADDENDUM Pursuant to certain state notice provisions the following public agencies and political subdivisions of the referenced public agencies are eligible to access the contract award made pursuant to this solicitation. Public agencies and political subdivisions are hereby given notice of the foregoing request for proposal for purposes of complying with the procedural requirements of said statutes: Nationwide: http://www.usa.gov/Agencies/Local_Government/Cities.shtml Other states: State of Oregon, State of Hawaii, State of Washington AgencyName State Malama Honua Public Charter School HI ST JOHN THE BAPTIST HI Waimanalo Elementary and Intermediate School HI Kailua High School HI PACIFIC BUDDHIST ACADEMY HI HAWAII TECHNOLOGY ACADEMY HI CONGREGATION OF CHRISTIAN BROTHERS OF HAWAII, INC. HI MARYKNOLL SCHOOL HI ISLAND SCHOOL HI STATE OF HAWAII, DEPT. OF EDUCATION HI KE KULA O S. M. KAMAKAU HI KAMEHAMEHA SCHOOLS HI HANAHAU`OLI SCHOOL HI KIHEI CHARTER SCHOOL HI EMMANUAL LUTHERAN SCHOOL HI School Lunch Program HI Ewa Makai Middle School HI Variety School of Hawaii HI Our Savior Lutheran School HI Maui Police Department HI BOARD OF WATER SUPPLY HI MAUI COUNTY COUNCIL HI Kauai County Council HI Honolulu Fire Department HI COUNTY OF MAUI HI DEPARTMENT OF EDUCATION HI Lanai Community Health Center HI Maui High Band Booster Club HI Big Brothers Big Sisters HI Tri-Isle Resource Conservation and Development District HI Manoa Heritage Center HI Olanur HI Kumulani Chapel HI Chamber of Commerce Hawaii HI Naalehu Assembly of God HI outrigger canoe club HI One Kalakaua HI Native Hawaiian Hospitality Association HI Islands Hospice Inc HI St. Theresa School HI Hawaii Peace and Justice HI Kauai Youth Basketball Association HI NA HALE O MAUI HI LEEWARD HABITAT FOR HUMANITY HI WAIANAE COMMUNITY OUTREACH HI NA LEI ALOHA FOUNDATION HI HAWAII FAMILY LAW CLINIC DBA ALA KUOLA HI BUILDING INDUSTRY ASSOCIATION OF HAWAII HI Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 57 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP UNIVERSITY OF HAWAII FEDERAL CREDIT UNION HI LANAKILA REHABILITATION CENTER INC. HI POLYNESIAN CULTURAL CENTER HI CTR FOR CULTURAL AND TECH INTERCHNG BETW EAST AND WEST HI BISHOP MUSEUM HI ALOCHOLIC REHABILITATION SVS OF HI INC DBA HINA MAUKA HI ASSOSIATION OF OWNERS OF KUKUI PLAZA HI MAUI ECONOMIC DEVELOPMENT BOARD HI NETWORK ENTERPRISES, INC. HI HONOLULU HABITAT FOR HUMANITY HI ALOHACARE HI ORI ANUENUE HALE, INC. HI IUPAT, DISTRICT COUNCIL 50 HI GOODWILL INDUSTRIES OF HAWAII, INC. HI HAROLD K.L. CASTLE FOUNDATION HI MAUI ECONOMIC OPPORTUNITY, INC. HI EAH, INC. HI PARTNERS IN DEVELOPMENT FOUNDATION HI HABITAT FOR HUMANITY MAUI HI W. M. KECK OBSERVATORY HI HAWAII EMPLOYERS COUNCIL HI HAWAII STATE FCU HI MAUI COUNTY FCU HI PUNAHOU SCHOOL HI YMCA OF HONOLULU HI EASTER SEALS HAWAII HI AMERICAN LUNG ASSOCIATION HI Pohaha I Ka Lani HI Hawaii Area Committee HI Tri-Isle RC&D HI Lanai Federal Credit Union HI Hawaii Bicycling League HI Aloha United Way HI Kipuka o Ke Ola HI READ TO ME INTERNATIONAL FOUNDATION HI MAUI FAMILY YMCA HI WAILUKU FEDERAL CREDIT UNION HI ST. THERESA CHURCH HI HALE MAHAOLU HI West Maui Community Federal Credit Union HI Hawaii Island Humane Society HI Western Pacific Fisheries Council HI Kama'aina Care Inc HI International Archaeological Research Institute, Inc. HI Community Empowerment Resources HI Tutu and Me Traveling Preschool HI First United Methodist Church HI United Chinese Society HI Haggai Institue HI St. Francis Healthcare System HI AOAO Royal Capitol Plaza HI Kumpang Lanai HI Child and Family Service HI MARINE SURF WAIKIKI, INC. HI Hawaii Health Connector HI Hawaii Carpenters Market Recovery Program Fund HI Maui Aids Foundation Inc HI Pukalani Baptist Church HI Puu Heleakala Community Association HI Saint Louis School HI Kailua Racquet Club, Ltd. HI Homewise Inc. HI Hawaii Baptist Academy HI Kroc Center Hawaii HI Kupu HI University of the Nations HI ARGOSY UNIVERSITY HI HAWAII PACIFIC UNIVERSITY HI UNIVERSITY OF HAWAII AT MANOA HI RESEARCH CORPORATION OF THE UNIVERSITY OF HAWAII HI BRIGHAM YOUNG UNIVERSITY - HAWAII HI Kauai Community College HI University Clinical Research and Association HI Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 58 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP Hawaii Medical College HI CHAMINADE UNIVERSITY OF HONOLULU HI Ricoh HI ROMAN CATHOLIC CHURCH IN THE STATE OF HAWAII HI Hawaii Information Consortium HI Leeward Community Church HI E Malama In Keiki O Lanai HI Keawala'i Congregational Church HI Lanai Community Hospital HI Angels at Play Preschool & Kindergarten HI Queen Emma Gardens AOAO HI FAMILY SUPPORT SERVICES OF WEST HAWAII HI Tetrahedron Sourcing HI Honolulu Community College HI COLLEGE OF THE MARSHALL ISLANDS HI DOT Airports Division Hilo International Airport HI Judiciary - State of Hawaii HI ADMIN. SERVICES OFFICE HI SOH- JUDICIARY CONTRACTS AND PURCH HI STATE DEPARTMENT OF DEFENSE HI HAWAII CHILD SUPPORT ENFORCEMENT AGENCY HI HAWAII HEALTH SYSTEMS CORPORATION HI HAWAII AGRICULTURE RESEARCH CENTER HI STATE OF HAWAII HI Third Judicial Circuit - State of Hawaii HI State of Hawaii Department of Transportation HI Office of the Governor HI State of Hawaii-Department of Health- Disability & Communication Access HI State of Hawaii Department of Human Services HI CITY AND COUNTY OF HONOLULU HI Lanai Youth Center HI Silver Dolphin Bistro HI Commander, Navy Region Hawaii HI US Navy HI Defense Information System Agency HI 84th Engineer Battalion HI Department of Veterans Affairs HI Hawaii County HI Honolulu County HI Kauai County HI Maui County HI Kalawao County HI Aiea HI Anahola HI Barbers Point N A S HI Camp H M Smith HI Captain Cook HI Eleele HI Ewa Beach HI Fort Shafter HI Haiku HI Hakalau HI Haleiwa HI Hana HI Hanalei HI Hanamaulu HI Hanapepe HI Hauula HI Hawaii National Park HI Hawaiian Ocean View HI Hawi HI Hickam AFB HI Hilo HI Holualoa HI Honaunau HI Honokaa HI Honolulu HI Honomu HI Hoolehua HI Kaaawa HI Kahuku HI Kahului HI Kailua HI Kailua Kona HI Kalaheo HI Kalaupapa HI Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 59 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP Kamuela HI Kaneohe HI Kapaa HI Kapaau HI Kapolei HI Kaumakani HI Kaunakakai HI Kawela Bay HI Keaau HI Kealakekua HI Kealia HI Keauhou HI Kekaha HI Kihei HI Kilauea HI Koloa HI Kualapuu HI Kula HI Kunia HI Kurtistown HI Lahaina HI Laie HI Lanai City HI Laupahoehoe HI Lawai HI Lihue HI M C B H Kaneohe Bay HI Makawao HI Makaweli HI Maunaloa HI Mililani HI Mountain View HI Naalehu HI Ninole HI Ocean View HI Ookala HI Paauhau HI Paauilo HI Pahala HI Pahoa HI Paia HI Papaaloa HI Papaikou HI Pearl City HI Pearl Harbor HI Pepeekeo HI Princeville HI Pukalani HI Puunene HI Schofield Barracks HI Tripler Army Medical Center HI Volvano HI Wahiawa HI Waialua HI Waianae HI Waikoloa HI Wailuku HI Waimanalo HI Waimea HI Waipahu HI Wake Island HI Wheeler Army Airfield HI Brigham Young University - Hawaii HI Chaminade University of Honolulu HI Hawaii Business College HI Hawaii Pacific University HI Hawaii Technology Institute HI Heald College - Honolulu HI Remington College - Honolulu Campus HI University of Phoenix - Hawaii Campus HI Hawaii Community College HI Honolulu Community College HI Kapiolani Community College HI Kauai Community College HI Leeward Community College HI Maui Community College HI University of Hawaii at Hilo HI University of Hawaii at Manoa HI Windward Community College HI Canby School District No 86 OR Central School District 13J (Polk County, Oregon) OR Milton-Freewater Unified School District No 7 OR Scappoose Adventist School OR COLUMBIA CHRISTIAN SCHOOL OR Ontario School District 8C OR Trillium Charter School OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 60 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP Echo School District OR Warrenton Hammond School OR Phoenix-Talent Schools OR Immanuel Lutheran School OR The Emerson School OR Columbia Academy OR VALLEY CATHOLIC SCHL OR CROOK COUNTY SCHOOL DISTRICT OR CORBETT SCHL DIST #39 OR Trinity Lutheran Church and School OR Bethel School District #52 OR OREGON CITY PUBLIC SCHL OR Ppmc Education Committee OR Stayton Christian School OR South Columbia Family School OR Sunrise Preschool OR St. Therese Parish/School OR PINE-EAGLE SCHOOL DISTRICT 061 OR Portland YouthBuilders OR Wallowa County ESD OR Fern Ridge School District 28J OR Knova Learning OR Jackson County School District No. 5 OR New Horizon Christian School OR MOLALLA RIVER ACADEMY OR HIGH DESERT EDUCATION SERVICE DISTRICT OR St. Luke Catholic School OR SOUTHWEST CHARTER SCHOOL OR WHITEAKER MONTESSORI SCHOOL OR CASCADES ACADEMY OF CENTRAL OREGON OR NEAH-KAH-NIE DISTRICT NO.56 OR INTER MOUNTAIN ESD OR STANFIELD SCHOOL DISTRICT OR LA GRANDE SCHOOL DISTRICT OR CASCADE SCHOOL DISTRICT OR DUFUR SCHOOL DISTRICT NO.29 OR hillsboro school district OR GASTON SCHOOL DISTRICT 511J OR BEAVERTON SCHOOL DISTRICT OR COUNTY OF YAMHILL SCHOOL DISTRICT 29 OR WILLAMINA SCHOOL DISTRICT OR MCMINNVILLE SCHOOL DISTRICT NO.40 OR Sheridan School District 48J OR THE CATLIN GABEL SCHOOL OR NORTH WASCO CTY SCHOOL DISTRICT 21 - CHENOWITH OR CENTRAL CATHOLIC HIGH SCHOOL OR CANYONVILLE CHRISTIAN ACADEMY OR OUR LADY OF THE LAKE SCHOOL OR NYSSA SCHOOL DISTRICT NO. 26 OR ARLINGTON SCHOOL DISTRICT NO. 3 OR LIVINGSTONE ADVENTIST ACADEMY OR Santiam Canyon SD 129J OR WEST HILLS COMMUNITY CHURCH OR BANKS SCHOOL DISTRICT OR WILLAMETTE EDUCATION SERVICE DISTRICT OR BAKER COUNTY SCHOOL DIST. 16J - MALHEUR ESD OR HARNEY EDUCATION SERVICE DISTRICT OR GREATER ALBANY PUBLIC SCHOOL DISTRICT OR LAKE OSWEGO SCHOOL DISTRICT 7J OR SOUTHERN OREGON EDUCATION SERVICE DISTRICT OR SILVER FALLS SCHOOL DISTRICT OR St Helens School District OR DAYTON SCHOOL DISTRICT NO.8 OR Amity School District 4-J OR SCAPPOOSE SCHOOL DISTRICT 1J OR REEDSPORT SCHOOL DISTRICT OR FOREST GROVE SCHOOL DISTRICT OR DAVID DOUGLAS SCHOOL DISTRICT OR LOWELL SCHOOL DISTRICT NO.71 OR TIGARD-TUALATIN SCHOOL DISTRICT OR SHERWOOD SCHOOL DISTRICT 88J OR RAINIER SCHOOL DISTRICT OR NORTH CLACKAMAS SCHOOL DISTRICT OR MONROE SCHOOL DISTRICT NO.1J OR CHILDPEACE MONTESSORI OR HEAD START OF LANE COUNTY OR HARNEY COUNTY SCHOOL DIST. NO.3 OR NESTUCCA VALLEY SCHOOL DISTRICT NO.101 OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 61 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP ARCHBISHOP FRANCIS NORBERT BLANCHET SCHOOL OR LEBANON COMMUNITY SCHOOLS NO.9 OR MT.SCOTT LEARNING CENTERS OR SEVEN PEAKS SCHOOL OR DE LA SALLE N CATHOLIC HS OR MULTISENSORY LEARNING ACADEMY OR MITCH CHARTER SCHOOL OR REALMS CHARTER SCHOOL OR BAKER SCHOOL DISTRICT 5-J OR PHILOMATH SCHOOL DISTRICT OR CLACKAMAS EDUCATION SERVICE DISTRICT OR CANBY SCHOOL DISTRICT OR OREGON TRAIL SCHOOL DISTRICT NO.46 OR WEST LINN WILSONVILLE SCHOOL DISTRICT OR MOLALLA RIVER SCHOOL DISTRICT NO.35 OR ESTACADA SCHOOL DISTRICT NO.108 OR GLADSTONE SCHOOL DISTRICT OR ASTORIA SCHOOL DISTRICT 1C OR SEASIDE SCHOOL DISTRICT 10 OR NORTHWEST REGIONAL EDUCATION SERVICE DISTRICT OR VERNONIA SCHOOL DISTRICT 47J OR SOUTH COAST EDUCATION SERVICE DISTRICT OR COOS BAY SCHOOL DISTRICT NO.9 OR COOS BAY SCHOOL DISTRICT OR NORTH BEND SCHOOL DISTRICT 13 OR COQUILLE SCHOOL DISTRICT 8 OR MYRTLE POINT SCHOOL DISTRICT NO.41 OR BANDON SCHOOL DISTRICT OR BROOKING HARBOR SCHOOL DISTRICT NO.17-C OR REDMOND SCHOOL DISTRICT OR DESCHUTES COUNTY SD NO.6 - SISTERS SD OR DOUGLAS EDUCATION SERVICE DISTRICT OR ROSEBURG PUBLIC SCHOOLS OR GLIDE SCHOOL DISTRICT NO.12 OR SOUTH UMPQUA SCHOOL DISTRICT #19 OR YONCALLA SCHOOL DISTRICT NO.32 OR ELKTON SCHOOL DISTRICT NO.34 OR DOUGLAS COUNTY SCHOOL DISTRICT 116 OR HOOD RIVER COUNTY SCHOOL DISTRICT OR PHOENIX-TALENT SCHOOL DISTRICT NO.4 OR CENTRAL POINT SCHOOL DISTRICT NO. 6 OR JACKSON CO SCHOOL DIST NO.9 OR ROGUE RIVER SCHOOL DISTRICT NO.35 OR MEDFORD SCHOOL DISTRICT 549C OR CULVER SCHOOL DISTRICT NO. OR JEFFERSON COUNTY SCHOOL DISTRICT 509-J OR GRANTS PASS SCHOOL DISTRICT 7 OR LOST RIVER JR/SR HIGH SCHOOL OR KLAMATH FALLS CITY SCHOOLS OR LANE COUNTY SCHOOL DISTRICT 4J OR SPRINGFIELD SCHOOL DISTRICT NO.19 OR CRESWELL SCHOOL DISTRICT OR SOUTH LANE SCHOOL DISTRICT 45J3 OR LANE COUNTY SCHOOL DISTRICT 69 OR SIUSLAW SCHOOL DISTRICT OR SWEET HOME SCHOOL DISTRICT NO.55 OR LINN CO. SCHOOL DIST. 95C - SCIO SD OR ONTARIO MIDDLE SCHOOL OR GERVAIS SCHOOL DIST. #1 OR NORTH SANTIAM SCHOOL DISTRICT 29J OR JEFFERSON SCHOOL DISTRICT OR SALEM-KEIZER PUBLIC SCHOOLS OR MT. ANGEL SCHOOL DISTRICT NO.91 OR MARION COUNTY SCHOOL DISTRICT 103 - WASHINGTON ES OR MORROW COUNTY SCHOOL DISTRICT OR MULTNOMAH EDUCATION SERVICE DISTRICT OR GRESHAM-BARLOW SCHOOL DISTRICT OR DALLAS SCHOOL DISTRICT NO. 2 OR CENTRAL SCHOOL DISTRICT 13J OR St. Mary Catholic School OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 62 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP CROSSROADS CHRISTIAN SCHOOL OR ST. ANTHONY SCHOOL OR Pedee School OR HERITAGE CHRISTIAN SCHOOL OR BEND-LA PINE SCHOOL DISTRICT OR GLENDALE SCHOOL DISTRICT OR LINCOLN COUNTY SCHOOL DISTRICT OR PORTLAND PUBLIC SCHOOLS OR REYNOLDS SCHOOL DISTRICT OR CENTENNIAL SCHOOL DISTRICT OR NOBEL LEARNING COMMUNITIES OR St. Stephen's Academy OR McMinnville Adventist Christian School OR Salem-Keizer 24J OR McKay High School OR Pine Eagle Charter School OR Bend-La Pine Schools OR Waldo Middle School OR OAKLAND SCHOOL DISTRICT 001 OR hermiston school district OR Clear Creek Middle School OR Marist High School OR Victory Academy OR Vale School District No. 84 OR St. Mary School OR Junction City High School OR Three Rivers School District OR Fern Ridge School District OR JESUIT HIGH SCHL EXEC OFC OR LASALLE HIGH SCHOOL OR Southwest Christian School OR Willamette Christian School OR Westside Christian High School OR CS LEWIS ACADEMY OR Portland America School OR Forest Hills Lutheran School OR Mosier Community School OR Koreducators Lep High OR Warrenton Hammond School District OR Sutherlin School District OR Malheur Elementary School District OR Ontario School District OR Parkrose School District 3 OR Riverdale School District 51J OR Tillamook School District OR Madeleine School OR Union School District OR Helix School District OR Riddle School District OR Helix School Dist #1 R OR Prospect School District OR Ashbrook Independent School OR Molalla River School District OR Corvallis School District 509J OR Falls City School District #57 OR Portland Christian Schools OR LUCKIAMUTE VALLEY CHARTER SCHOOLS OR Insight School of Oregon Painted Hills OR Deer Creek Elementary School OR Yamhill Carlton School District OR COLTON SCHL DIST 53 OR ASHLAND PUBLIC SCHLS OR HARRISBURG SCHL DIST OR CENTRAL CURRY SCHL DIST#1 OR BNAI BRITH CAMP OR OREGON FOOD BANK OR HOSANNA CHRISTIAN SCHL OR ABIQUA SCHL OR Auxiliary services OR Salem keizar school district OR Scio High School OR Athena Weston School District 29RJ OR Butte Falls School District OR Bend International School OR Imbler School District #11 OR monument school OR PENDLETON SCHOOL DISTRICT #16R OR Ohara Catholic School OR MARCOLA SCHOOL DISTRICT 079J OR LINN-BENTON-LINCOLN ESD OR Reynolds High School OR St. Paul School District OR Sabin-Schellenberg Technical Center OR St Paul Parish School OR Joseph School District OR EagleRidge High School OR Grant Community School OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 63 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP Oak Hill School OR Hope chinese charter OR Northwest Academy OR Sunny Wolf Charter School OR MCKENZIE SCHOOL DISTRICT 068 OR L'Etoiile French Immersion School OR LA GRANDE SCHOOL DISTRICT 001 OR FOSSIL SCHOOL DISTRICT 21J OR Marist Catholic High School OR Springfield Public Schools OR Elgin school dist. OR French American International School OR PLEASANT HILL SCH DIST #1 OR Ukiah School District 80R OR Lake Oswego Montessori School OR North Powder Charter School OR Siletz Valley School OR WINSTON-DILLARD SCHOOL DISTRICT 116 OR ALLIANCE CHARTER ACADEMY OR French American School OR Mastery Learning Institute OR North Lake School District 14 OR Early College High School OR Klamath County Fire District No. 1 OR Washington County Consolidated Communications Agency OR GILLIAM COUNTY OREGON OR UMATILLA COUNTY, OREGON OR LANE ELECTRIC COOPERATIVE OR DOUGLAS ELECTRIC COOPERATIVE, INC. OR MULTNOMAH LAW LIBRARY OR clackamas county OR CLATSOP COUNTY OR COLUMBIA COUNTY, OREGON OR coos county OR CROOK COUNTY ROAD DEPARTMENT OR CURRY COUNTY OREGON OR DESCHUTES COUNTY OR GILLIAM COUNTY OR GRANT COUNTY, OREGON OR HARNEY COUNTY SHERIFFS OFFICE OR HOOD RIVER COUNTY OR jackson county OR josephine county OR klamath county OR LANE COUNTY OR LINN COUNTY OR MARION COUNTY , SALEM, OREGON OR MULTNOMAH COUNTY OR SHERMAN COUNTY OR WASCO COUNTY OR YAMHILL COUNTY OR WALLOWA COUNTY OR ASSOCIATION OF OREGON COUNTIES OR NAMI LANE COUNTY OR BENTON COUNTY OR DOUGLAS COUNTY OR JEFFERSON COUNTY OR LAKE COUNTY OR LINCOLN COUNTY OR POLK COUNTY OR UNION COUNTY OR WASHINGTON COUNTY OR MORROW COUNTY OR Mckenzie Personnel Services OR Washington County Facilities & Park Services OR Multnomah County Department of Community Justice OR NORCOR Juvenile Detention OR Tillamook County Estuary OR Job Council OR BAKER CNTY GOVT OR TILLAMOOK CNTY OR CLACKAMS COUNTY COMMUNITY CORRECTIONS OR Multnomah County Dept of County Assets OR Wheeler County OR Clackamas County Service District # 1/Tri-City Service District OR Resource Connections of Oregon OR Lane County Sheriff's Office OR Clatsop County Sheriff's Office OR Harney County Community Corrections OR Grant County Economic Developement OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 64 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP Baker County OR Josephine County Public Works OR Clackamas County Juvenile Dept OR Columbia Basin Care Facility OR Clackamas County Disaster Management OR City of Seaside Police Department OR Best Care Treatment Center OR Boys & Girls Clubs of Emerald Valley OR MSB OR Church of Christ OR GWPMS OR Operation Christmas OR Dove Medical OR Literary Expectations dba Moore Academy OR Love Thy Neighbor services OR Tamarack Aquatic Center OR Seven Feathers Casino OR Direction Service, Inc. OR Oliver P Lent PTA OR Kairos OR Willamette Valley Rehab Center OR St Paul Baptist Church OR Long Tom Watershed Council OR San Martin Deporres Catholic Church OR Portland Parks Foundation OR Sweet Home United Methodist Church OR Math Learning Center, The OR Maranatha Church OR Cedar Hills Baptist Church OR Good Samaritan Ministries OR New Hope Christain College OR Unitarian Universalist Church in Eugene OR Emmanuel Bible Church OR Portland Community Media OR La Pine Chamber of Commerce OR Stone Creek Christian Church OR Rogue Valley Youth Football OR Bend Elks Lodge 1371 OR Friendly House, Inc. OR Klamath Siskiyou Wildlands Center OR Grace Christian Fellowship OR Reliance eHealth Collaborative OR Wild Rogue Youth Foundation, Inc. OR Grants Pass Seventh-day Adventist Church OR Corvallis Waldorf School OR Farmworkers Housing Development Corporation OR World Forestry Center OR Adapt OR Kid Time OR Oregon Farm Bureau OR Mt Emily Safe Center OR Salem First Presbyterian Church OR Rolling Hills Baptist Church OR Baker Elks OR Gates Community Church of Christ OR PIP Corps LLC OR Turtle Ridge Wildlife Center OR Grande Ronde Model Watershed Foundation OR Western Environmental Law Center OR Oregon District 7 Little League OR Mercy Flights, Inc. OR Metropolitan Contractor Improvement Partnership OR The Christian Church of Hillsboro Oregonb OR Congregation Neveh Shalom OR My Fathers House OR Step Forward Activities Inc OR HHoly Trinity Greek Orthodox Cathedral OR MECOP Inc. OR Workforce Northwest Inc OR Lane Arts Council OR Building Healthy Family OR Intergral Youth Services OR Children Center At Trinity OR OUR SAVIOR'S LUTHERAN CHURCH OR Beaverton Christians Church OR Oregon Humanities OR St. Pius X School OR Community Connection of Northeast Oregon, Inc. OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 65 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP St Mark Presbyterian Church OR Living Opportunities, Inc. OR Coos Art Museum OR OETC OR Blanchet House of Hospitality OR Garten Services Inc OR Incite Incorporated OR Merchants Exchange of Portland, Oregon OR Coalition for a Livable Future OR West Salem United Methodist OR Rogue River Watershed Council OR Central Oregon Visitors Association OR Soroptimist International of Gold Beach, OR OR Real Life Christian Church OR Milwaukie-Portland Lodge No.142 Benevolent and Protective Order of Elk OR Mainstage Theatre Company OR Dayton Christian Church OR Delphian School OR AVON OR EPUD-Emerald People's Utility District OR Human Solutions, Inc. OR The Wallace Medical Concern OR Boys & Girls Club of Salem, Marion & Polk Counties OR The Ross Ragland Theater and Cultural Center OR Girl Scouts of Oregon and SW Washington, Inc. OR Cedar Sinai Park-Robison Jewish Healthcare OR Cascade Health Solutions OR Umpqua Community Health Center OR ALZHEIMERS NETWORK OF OREGON OR NATIONAL WILD TURKEY FEDERATION OR TILLAMOOK ESTUARIES PARTNERSHIP OR LIFEWORKS NW OR Independent Development Enterprise Alliance OR MID-WILLAMETTE VALLEY COMMUNITY ACTION AGENCY, INC OR HALFWAY HOUSE SERVICES, INC. OR REDMOND PROFICIENCY ACADEMY OR OHSU FOUNDATION OR SHELTERCARE OR PRINGLE CREEK SUSTAINABLE LIVING CENTER OR PACIFIC INSTITUTES FOR RESEARCH OR Mental Health for Children, Inc. OR The Dreaming Zebra Foundation OR LAUREL HILL CENTER OR THE OREGON COMMUNITY FOUNDATION OR OCHIN OR WE CARE OREGON OR SE WORKS OR ENTERPRISE FOR EMPLOYMENT AND EDUCATION OR OMNIMEDIX INSTITUTE OR PORTLAND BUSINESS ALLIANCE OR GATEWAY TO COLLEGE NATIONAL NETWORK OR FOUNDATIONS FOR A BETTER OREGON OR GOAL ONE COALITION OR ATHENA LIBRARY FRIENDS ASSOCIATION OR Coastal Family Health Center OR CENTER FOR COMMUNITY CHANGE OR STAND FOR CHILDREN OR ST. VINCENT DEPAUL OF LANE COUNTY OR EAST SIDE FOURSQUARE CHURCH OR CORVALLIS MOUNTAIN RESCUE UNIT OR InventSuccess OR SHERIDAN JAPANESE SCHOOL FOUNDATION OR The Blosser Center for Dyslexia Resources OR MOSAIC CHURCH OR HOUSING AUTHORITY OF LINCOLN COUNTY OR RENEWABLE NORTHWEST PROJECT OR INTERNATIONAL SUSTAINABLE DEVELOPMENT FOUNDATION OR CONSERVATION BIOLOGY INSTITUTE OR THE NATIONAL ASSOCIATION OF CREDIT MANAGEMENT-OREGON, INC. OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 66 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP BLACHLY LANE ELECTRIC COOPERATIVE OR MORNING STAR MISSIONARY BAPTIST CHURCH OR NORTHWEST FOOD PROCESSORS ASSOCIATION OR INDEPENDENT INSURANCE AGENTS AND BROKERS OF OREGON OR OREGON EDUCATION ASSOCIATION OR HEARING AND SPEECH INSTITUTE INC OR SALEM ELECTRIC OR MORRISON CHILD AND FAMILY SERVICES OR JUNIOR ACHIEVEMENT OR CENTRAL BIBLE CHURCH OR MID COLUMBIA MEDICAL CENTER- GREAT 'N SMALL OR TRILLIUM FAMILY SERVICES, INC. OR YWCA SALEM OR PORTLAND ART MUSEUM OR SAINT JAMES CATHOLIC CHURCH OR SOUTHERN OREGON HUMANE SOCIETY OR VOLUNTEERS OF AMERICA OREGON OR CENTRAL DOUGLAS COUNTY FAMILY YMCA OR METROPOLITAN FAMILY SERVICE OR OREGON MUSUEM OF SCIENCE AND INDUSTRY OR FIRST UNITARIAN CHURCH OR ST. ANTHONY CHURCH OR Good Shepherd Medical Center OR Salem Academy OR GEN CONF OF SDA CHURCH WESTERN OR OR PORTLAND ADVENTIST ACADEMY OR ST VINCENT DE PAUL OR OUTSIDE IN OR UNITED CEREBRAL PALSY OF OR AND SW WA OR WILLAMETTE VIEW INC. OR PORTLAND HABILITATION CENTER, INC. OR OREGON STATE UNIVERSITY ALUMNI ASSOCIATION OR ROSE VILLA, INC. OR NORTHWEST LINE JOINT APPRENTICESHIP & TRAINING COMMITTEE OR BOYS AND GIRLS CLUBS OF PORTLAND METROPOLITAN AREA OR ROGUE FEDERAL CREDIT UNION OR Oregon Research Institute OR WILLAMETTE LUTHERAN HOMES, INC OR LANE MEMORIAL BLOOD BANK OR PORTLAND JEWISH ACADEMY OR LANECO FEDERAL CREDIT UNION OR GRANT PARK CHURCH OR ST. MARYS OF MEDFORD, INC. OR US CONFERENCE OF MENONNITE BRETHREN CHURCHES OR FAITHFUL SAVIOR MINISTRIES OR OREGON CITY CHURCH OF THE NAZARENE OR OREGON COAST COMMUNITY ACTION OR EDUCATION NORTHWEST OR COMMUNITY ACTION TEAM, INC. OR EUGENE SYMPHONY ASSOCIATION, INC. OR STAR OF HOPE ACTIVITY CENTER INC. OR SPARC ENTERPRISES OR SOUTHERN OREGON CHILD AND FAMILY COUNCIL, INC. OR SALEM ALLIANCE CHURCH OR Lane Council of Governments OR FORD FAMILY FOUNDATION OR TRAILS CLUB OR NEWBERG FRIENDS CHURCH OR WOODBURN AREA CHAMBER OF COMMERCE OR CONTEMPORARY CRAFTS MUSEUM AND GALLERY OR CITY BIBLE CHURCH OR OREGON LIONS SIGHT & HEARING FOUNDATION OR PORTLAND WOMENS CRISIS LINE OR THE SALVATION ARMY - CASCADE DIVISION OR WILLAMETTE FAMILY OR WHITE BIRD CLINIC OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 67 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP GOODWILL INDUSTRIES OF LANE AND SOUTH COAST COUNTIES OR PLANNED PARENTHOOD OF SOUTHWESTERN OREGON OR HOUSING NORTHWEST OR OREGON ENVIRONMENTAL COUNCIL OR MEALS ON WHEELS PEOPLE, INC. OR FAITH CENTER OR OREGON CHILD DEVELOPMENT COALITION OR Bob Belloni Ranch, Inc. OR GOOD SHEPHERD COMMUNITIES OR SACRED HEART CATHOLIC DAUGHTERS OR HELP NOW! ADVOCACY CENTER OR TENAS ILLAHEE CHILDCARE CENTER OR SUNRISE ENTERPRISES OR LOOKING GLASS YOUTH AND FAMILY SERVICES OR SERENITY LANE OR EAST HILL CHURCH OR LA GRANDE UNITED METHODIST CHURCH OR COAST REHABILITATION SERVICES OR Edwards Center Inc OR ALVORD-TAYLOR INDEPENDENT LIVING SERVICES OR NEW HOPE COMMUNITY CHURCH OR KLAMATH HOUSING AUTHORITY OR QUADRIPLEGICS UNITED AGAINST DEPENDENCY, INC. OR SPONSORS, INC. OR COLUMBIA COMMUNITY MENTAL HEALTH OR ADDICTIONS RECOVERY CENTER, INC OR METRO HOME SAFETY REPAIR PROGRAM OR OREGON SUPPORTED LIVING PROGRAM OR SOUTH COAST HOSPICE, INC. OR ALLFOURONE/CRESTVIEW CONFERENCE CTR. OR The International School OR REBUILDING TOGETHER - PORTLAND INC. OR PENDLETON ACADEMIES OR PACIFIC FISHERY MANAGEMENT COUNCIL OR DOGS FOR THE DEAF, INC. OR PUBLIC DEFENDER SERVICES OF LANE COUNTY, INC. OR EMMAUS CHRISTIAN SCHOOL OR DELIGHT VALLEY CHURCH OF CHRIST OR SAINT CATHERINE OF SIENA CHURCH OR PORT CITY DEVELOPMENT CENTER OR VIRGINIA GARCIA MEMORIAL HEALTH CENTER OR CENTRAL CITY CONCERN OR CANBY FOURSQUARE CHURCH OR EMERALD PUD OR VERMONT HILLS FAMILY LIFE CENTER OR BENTON HOSPICE SERVICE OR INTERNATIONAL SOCIETY FOR TECHNOLOGY IN EDUCATION OR COMMUNITY CANCER CENTER OR OPEN MEADOW ALTERNATIVE SCHOOLS, INC. OR CASCADIA BEHAVIORAL HEALTHCARE OR WILD SALMON CENTER OR BROAD BASE PROGRAMS INC. OR SUNNYSIDE FOURSQUARE CHURCH OR TRAINING EMPLOYMENT CONSORTIUM OR RELEVANT LIFE CHURCH OR 211INFO OR SONRISE CHURCH OR LIVING WAY FELLOWSHIP OR Women's Safety & Resource Center OR SEXUAL ASSAULT RESOURCE CENTER OR IRCO OR NORTHWEST YOUTH CORPS OR TILLAMOOK CNTY WOMENS CRISIS CENTER OR SECURITY FIRST CHILD DEVELOPMENT CENTER OR CLASSROOM LAW PROJECT OR YOUTH GUIDANCE ASSOC. OR PREGNANCY RESOUCE CENTERS OF GRETER PORTLAND OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 68 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP ELMIRA CHURCH OF CHRIST OR JASPER MOUNTAIN OR ACUMENTRA HEALTH OR WORKSYSTEMS INC OR COVENANT CHRISTIAN HOOD RIVER OR OREGON DONOR PROGRAM OR NAMI OREGON OR OLIVET BAPTIST CHURCH OR SILVERTON AREA COMMUNITY AID OR CONFEDERATED TRIBES OF GRAND RONDE OR NEIGHBORIMPACT OR CATHOLIC COMMUNITY SERVICES OR NEW AVENUES FOR YOUTH INC OR LA CLINICA DEL CARINO FAMILY HEALTH CARE CENTER OR DECISION SCIENCE RESEARCH INSTITUTE, INC. OR WESTERN STATES CENTER OR HIV ALLIANCE, INC OR PARTNERSHIPS IN COMMUNITY LIVING, INC. OR FANCONI ANEMIA RESEARCH FUND INC. OR BLIND ENTERPRISES OF OREGON OR OREGON BALLET THEATRE OR SMART OR All God's Children International OR FARMWORKER HOUISNG DEV CORP OR UMPQUA COMMUNITY DEVELOPMENT CORPORATION OR REGIONAL ARTS AND CULTURE COUNCIL OR THE EARLY EDUCATION PROGRAM, INC. OR MACDONALD CENTER OR EVERGREEN AVIATION MUSEUM AND CAP. MICHAEL KING. OR SELF ENHANCEMENT INC. OR FRIENDS OF THE CHILDREN OR SOUTH LANE FAMILY NURSERY DBA FAMILY RELIEF NURSE OR COMMUNITY VETERINARY CENTER OR PORTLAND SCHOOLS FOUNDATION OR SUSTAINABLE NORTHWEST OR OREGON DEATH WITH DIGNITY OR BIRCH COMMUNITY SERVICES, INC. OR BAY AREA FIRST STEP, INC. OR OSLC COMMUNITY PROGRAMS OR EN AVANT, INC. OR ASHLAND COMMUNITY HOSPITAL OR NORTHWEST ENERGY EFFICIENCY ALLIANCE OR BONNEVILLE ENVIRONMENTAL FOUNDATION OR SUMMIT VIEW COVENANT CHURCH OR SALMON-SAFE INC. OR BETHEL CHURCH OF GOD OR PROVIDENCE HOOD RIVER MEMORIAL HOSPITAL OR SAINT ANDREW NATIVITY SCHOOL OR BARLOW YOUTH FOOTBALL OR SPOTLIGHT THEATRE OF PLEASANT HILL OR FAMILIES FIRST OF GRANT COUNTY, INC. OR TOUCHSTONE PARENT ORGANIZATION OR CANCER CARE RESOURCES OR CASCADIA REGION GREEN BUILDING COUNCIL OR SHERMAN DEVELOPMENT LEAGUE, INC. OR SCIENCEWORKS OR WORD OF LIFE COMMUNITY CHURCH OR SOCIAL VENTURE PARTNERS PORTLAND OR OREGON PROGRESS FORUM OR CENTER FOR RESEARCH TO PRACTICE OR WESTERN RIVERS CONSERVANCY OR UNITED WAY OF THE COLUMBIA WILLAMETTE OR EUGENE BALLET COMPANY OR EAST WEST MINISTRIES INTERNATIONAL OR SISKIYOU INITIATIVE OR EDUCATIONAL POLICY IMPROVEMENT CENTER OR North Pacific District of Foursquare Churches OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 69 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP CATHOLIC CHARITIES OR FIRST CHURCH OF THE NAZARENE OR WESTSIDE BAPTIST CHURCH OR Housing Development Center OR Hoodview Christian Church OR Child Evangelism Fellowship OR Little Promises Chlildren's Program OR UNION GOSPEL MISSION OR GRACE BAPTIST CHURCH OR COMMUNITY ACTION ORGANIZATION OR OUTSIDE IN OR MAKING MEMORIES BREAST CANCER FOUNDATION, INC. OR ELAW OR COMMUNITY HEALTH CENTER, INC OR Greater Portland INC OR Eugene Builders Exchange OR Boys & Girls Club of Corvallis OR Southeast Uplift Neighborhood Coalition OR First United Presbyterian Church OR PDX Wildlife OR Friends of the Opera House OR Jackson-Josephine 4-C Council OR North Coast Family Fellowship OR P E C I OR Childswork Learning Center OR Portland Schools Alliance OR New Artists Performing Arts Productions, Inc. OR Relief Nursery OR St. Mary's Episcopal Church OR Viking Sal Senior Center OR Boys and Girls Club of the rogue valley OR Lincoln City Chamber of Commerce OR DrupalCon Inc., DBA Drupal Association OR Albany Partnership for Housing and Community Development OR SEED OF FAITH MINISTRIES OR Hermiston Christian Center & School OR SALEM FREE CLINICS OR Dress for Success Oregon OR Beaverton Rock Creek Foursquare Church OR St Paul Catholic Church OR St Mary's Catholic School and Parish OR Polk Soil and Water Conservation District OR Street Ministry OR La Grande Church of the Nazarene OR Spruce Villa, Inc. OR OREGON SCHOOL BOARDS ASSOCIATION OR House of Prayer for All Nations OR Sacred Heart Catholic Church OR African American Health Coaliton, Inc. OR Happy Canyon Company OR Village Home Education Resource Center OR Monet's Children's Circle OR Cascade Housing Association OR Dayspring Fellowship OR Northwest Habitat Institute OR Winding Waters Medical Clinic OR Sacred Heart-St Louis Parish OR First Baptist Church OR The Nature Conservancy, Willamette Valley Field Office OR Serenity Lane Health Services OR Portland Community Reinvestment Initiatives, Inc. OR Christians As Family Adovates OR GeerCrest Farm & Historical Society OR College United Methodist Church OR The Collins Foundation OR Prince of Peace Lutheran Church & School OR NEDCO OR Salem Evangelical Church OR Wild Lilac Child Development Community OR Daystar Education, Inc. OR Oregon Social Learning Center OR Pain Society of Oregon OR environmental law alliance worldwide OR Eugene Country Club OR Community in Action OR Willamette Valley Baptist Church OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 70 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP Curry County Habitat for Humanity OR Northwood Christian Church OR Tuality Healthcare OR Safe Harbors OR FIRST CHRISTIAN CHURCH OR Pacific Classical Ballet OR Depaul Industries OR African American Health Coalition OR Jesus Prayer Book OR Coalition Of Community Health OR River Network OR CCI Enterprises Inc OR Oregon Nurses Association OR GOODWILL INDUSTRIES OF THE COLUMBIA WILLAMETTE OR Mount Angel Abbey OR YMCA OF ASHLAND OR YMCA OF COLUMBIA-WILLAMETTE ASSOCIATION SERVICES OR Multnomah Law Library OR Friends Of Tryon Creek State P OR Ontrack Inc. OR Calvin Presbyterian Church OR HOLT INTL CHILD OR St John The Baptist Catholic OR Portland Foursquare Church OR Portland Christian Center OR Church Extension Plan OR Occu Afghanistan Relief Effort OR EUGENE FAMILY YMCA OR Christ The King Parish and School OR Newberg Christian Church OR First United Methodist Church OR Zion Lutheran Church OR Southwest Bible Church OR Community Works Inc OR Masonic Lodge Pearl 66 OR Molalla Nazarene Church OR Transition Projects, Inc OR St Michaels Episcopal Church OR Saint Johns Catholich Church OR Community Learning Center OR Old Mill Center for Children and Families OR Sunny Oaks Inc OR Hospice Center Bend La Pine OR Westside Foursquare Church OR Relief Nursery Inc OR Morning Star Community Church OR MULTNOMAH DEFENDERS INC OR Providence Health System OR Holy Trinity Catholic Church OR Holy Redeemer Catholic Church OR Alliance Bible Church OR CARE OREGON OR Mid Columbia Childrens Council OR HUMANE SOCIETY OF REDMOND OR Our Redeemer Lutheran Church OR Kbps Public Radio OR Skyball Salem Keizer Youth Bas OR Open Technology Center OR Grace Chapel OR CHILDREN'S MUSEUM 2ND OR Solid Rock OR West Chehalem Friends Church OR Guide Dogs For The Blind OR Aldersgate Camps and Retreats OR St. Katherine's Catholic Church OR The Alliance NW of the Christian & Missionary Alliance OR Bags of Love OR Grand View Baptist Church OR Green Electronics Council OR Scottish Rite OR Western Wood Products Association OR Grace Baptist Church of St. Helens, Lil Learners Preschool OR THE NEXT DOOR OR NATIONAL PSORIASIS FOUNDATION OR NEW BEGINNINGS CHRISTIAN CENTER OR HIGHLAND UNITED CHURCH OF CHRIST OR OREGON REPERTORY SINGERS OR HIGHLAND HAVEN OR FAIR SHARE RESEARCH AND EDUCATION FUND OR Oregon Satsang Society, Inc., A chartered Affiliate of ECKANKAR , ECKA OR First Baptist Church of Enterprise OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 71 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP The Canby Center OR REDMOND FIRE & RESCUE OR Instituto de Cultura y Arte In Xochitl In Cuicatl OR McKenzie Personnel Systems OR OSLC COMMUNITY PROGRAMS OCP OR Oregon Nikkei Endowment OR Grace Community Church OR Eastern Oregon Alcoholism Foundation OR Grantmakers for Education OR The Spiral Gallery OR The ALS Association Oregon and SW Washington Chapter OR Children's Relief Nursery OR Home Builders OR New Life Baptist Church OR Feral Cat Awareness Team OR Florence United Methodist Church OR World of Speed OR SW Community Health Center OR Energy Trust of Oregon OR St. Vincent de Paul Church OR Fr. Bernard Youth Center OR Oregon Psychoanalytic Center OR Store to Door OR Oregon Translational Research and Development Insitute OR Depaul Industries OR OUR LADY OF PERPETUAL HELP CATHOLIC CHURCH ALBANY OREGON OR SELCO Community Credit Union OR Prairie Baptist Church OR North Coast Christian Church OR Union County Economic Development Corp. OR Camelto Theatre Company OR Camp Fire Columbia OR TAKE III OUTREACH OR Rolling Hills Community Church OR Eugene Swim and Tennis Club OR Summa Institute OR Amani Center OR Billy Webb Elks lodge #1050 OR Silverton Senior Center OR First Evangelical Presbyterian Church of Oregon City OR Joyful Servant Lutheran Church OR Sandy Seventh-day Adventist Church OR Muddy Creek Charter School OR A FAMILY FOR EVERY CHILD OR PORT OF CASCADE LOCKS OR 1000 FRIENDS OF OREGON OR OREGON PEDIATRIC SOCIETY OR NONPROFIT ASSOCIATION OF OREGON OR LUKE DORF INC OR FAMILY CARE INC OR MEDICAL TEAMS INTL OR Clean Slate Canine Rescue & Rehabilitation OR St. Martins Episcopal church OR Tower Theatre Foundation, Inc OR Food for Lane County OR Clatsop Behavioral Healthcare OR West Coast Haunters Convention OR columbia gorge discovery center and museum OR NAMI of Washington County OR American Legion Aloha Post 104 OR The Dalles Art Association OR Temple Beth Israel OR Willamette Leadership Academy/Pioneer Youth Corps Of Oregon OR Rose Haven OR Dallas Church OR OREGON STATE UNIVERSITY BOOKSTORE INC OR NORTH WILLAMETTE VALLEY HABITAT FOR HUMANITY OR FAIRFIELD BAPTIST CHURCH OR Sexual Assault Support Services OR Neskowin Valley School OR RON WILSON CENTER FOR EFFECTIVE LIVING INC OR St. Joseph Shelter OR The Inn Home for Boys, Inc.9138 OR MCKENZIEWATERSHED COUNCIL OR Opportunity Connections OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 72 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP MENNONITE HOME OF ALBANY INC OR Oregon Technical Assistance Corporation OR Oregon And Southern Idaho Laborers Employers Training School OR New Life Fellowship Church of God OR Gladstone Senior Center OR Education Travel & Culture, Inc. OR Rural Development Initiatives OR Jason Lee Manor/UMRC OR Jesus Pursuit Church OR YMCA of Marion and Polk Counties OR Urban Gleaners OR PacificSource Health OR Faith Christian Fellowship OR Brookings Elks Lodge OR Tualatin Lacrosse Club OR Tillamook Seventh Day Adventist Church OR Oregon Jewish Community Foundation OR East River Fellowship OR Holy Family Academy OR FIRST BAPTIST CHURCH OF EUGENE OR PORTLAND METRO RESIDENTIAL SERVICES OR Peace Lutheran Church OR Living Word Christian Center OR Housing Authority of Douglas County OR Vietnamese Christian Community Church OR Forest Park Conservancy OR Friends for Animals OR Family Building Blocks OR Greenleaf Industries OR Ananda Center at Laurelwood OR Goodwill Industries of Lane and South Coast OR RB Pamplin Corportaion OR Agia Sophia Academy OR Friends of Driftwood Library OR Consumers Power Inc. OR A. C. Gilbert's Discovery Village OR First Lutheran Church of Astoria OR Fund For Christian Charity OR Deer Meadow Assisted Living OR Oregon Laborers-Employer Administrative Fund, LLC OR Umpqua Basin Water Association OR Alpha Lambda House Corporation OR St John Fisher Catholic Church Portland Oregon OR Eugene Creative Care OR VFW POST 4248 OR The Church of Christ of Latter Day Saints OR Cascade Height Public Charter School PTA OR G.O.B.H.I OR Association of Oregon Corrections EMployees, Inc. OR A Jesus Church Family OR 300 Main Inc OR Southwestern Oregon Public Defender Services, Inc. OR Albertina Kerr Centers OR Dufur Christian Church OR St. Matthew Catholic School OR Serendipity Center Inc OR Yellowhawk Tribal Health OR CASA of Marion County OR Oregoinans for Food & Shelter OR Westside Church of Christ Inc OR Northwest Family Services OR Network Charter School OR Ride Connecton OR Parenting Now! OR Christian Church of Woodburn OR Verde OR Native American Youth and Family Center Early College Academy OR USO Northwest OR Norkenzie Christian Church OR Little Flower Development Center OR TLO Farms OR Evergreen Wings and Waves OR Ascension Episcopal Parish OR Center for Family Development OR West Salem Foursquare Church OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 73 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP Good Samaritan Ministry OR Grace Lutheran Church of Molalla OR Trinity Lutheran OR HOPE LUTHERAN CHURCH OR Mount Pisgah Arboretum OR Redeemer Lutheran Church OR Disjecta Contemporary Art Center OR Korean Central Covenant Church of Eugene OR Yankton Baptist Church OR BioGift Anatomical OR Lower Columbia Estuary Partnership OR Fur Footed Rescue, Inc. OR Mt Hood Hospice OR Opportunity Foundation of central Oregon OR Constructing Hope OR Sprinkfield Elks #2145 OR Abuse Recovery Ministry & Services OR Oasis Shelter Home OR ST HENRYS CHURCH OR Nehalem Bay House OR UNITED METHODIST CHURCH OR p:ear OR Health Share of Oregon OR St. Peter Catholic Church OR Mid Willamette Valley Community Action OR A Hope For Autism Foundation OR NW Sport Fishing OR Breast Friends OR ScienceWorks Museum OR Willamette Neighborhood Housing Services OR South Salem High Music Boosters OR SEPTL Southeast Portland Tool Library OR Kids Unllimited Academy OR Cappella Romana OR National Christian Community Foundation OR Legal Aid Services of Oregon LITC OR The Sunriver Owners Association OR Willamette Valley Babe Ruth OR Center For Continuous Improvement OR Northwest Center for Alternatives to Pesticides OR Junction City/Harrisburg/Monroe Habitat for Humanity OR The Followers of Christ Church of Oregon City OR SEIU Local 49 OR Emerald Media Group OR West Hills Christian School OR Trillium Sprigs OR Smith Memorial Presbyterian Church OR Western Arts Alliance OR Youth Dynamics OR Ashland Art Center OR Apostolic Church of Jesus Christ OR DOUGLAS FOREST PROTECTIVE OR Echo Theater Company OR Corvallis Caring Place OR Oregon Lyme Disease Network OR Ecotrust OR SPECIAL MOBILITY SERVICES OR Bethlehem Christian Pre-School OR Historical Outreach Foundation OR Teras Interventions and Counseling Inc OR Brooklyn Primary PTO OR Mountain View Academy OR Salem Area Chamber of Commerce OR First Congregational Chrch OR OREGON STATE FAIR OR Tri-County Chamber of Commerce Inc OR Ronald McDonald House Charities of Oregon & Southwest Washington OR Center for Human Development OR God's Storehouse Pantry OR Clackamas River Trout Unlimited OR SafeHaven Humane Society OR Rainier Assembly of God OR Tilikum Center for Retreats and Outdoor Ministries OR Washington Park Transportation Management Association OR Travel Lane County OR Hinson Baptist Church OR Alvord Taylor OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 74 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP EUGENE CHRISTIAN FELLOWSHIP OR Bridges to Change OR Risen Records OR DePaul Treatment Centers, Inc. OR Ministerio International Casa OR New Paradise Worship Center OR Mission Increase Foundation OR Curry Public Transit Inc OR THREE RIVERS CASINO OR Brookings Harbor Christian School OR Local 290 OR Hope Church of The Assemblies of God Albany Oregon OR Sherwood Community Friends Church OR Bethesda Lutheran Church OR Legacy Mt. Hood Medical Center OR Adelante Mujeres OR Yamhill Community Care Organization OR Trinity United Methodist Church OR Portland Japanese Garden OR Ike Box Cafe OR The Madeleine Parish OR The Tucker-Maxon Oral School OR Southwest Neighborhoods, Inc OR Wallowa Valley Center For Wellness OR KIDS INTERVENTION AND DIAGNOSTIC CENTER OR Joy Church Eugene OR Portland Yacht Club OR League of Women Voters OR Oregon & Southern Idaho District Council of Laborers' OR Portland Police Sunshine Division OR Curry Health Network OR United Way of Lane County OR The Lighthouse School OR Olive Plaza OR Rogue Valley Humane Society OR Willamette Carpenters Training Center, Inc OR Great Portland Bible OR College Possible OR Unithed Way OR Community Energy Project OR Bridgeport Community Chapel OR Oswego Lake Country Club OR Urban League of Portland OR La Grande Foursquare Church OR Portland Oregon Visitors Association OR Barter Union International OR Southern Oregon Project Hope OR Our United Villages OR Sunset Presbyterian Church OR Youth M.O.V.E. Oregon OR Samaritan Health Services Inc. OR St. Mary's Church OR Santiam Assembly of God OR CASCADES WEST FINANCIAL SERVICES IN OR Kilchis House OR Calvary Assembly of God OR Lake Grove Presbyterian Church OR Grace Lutheran School OR Western Mennonite School OR OEA CHOICE TRUST OR American Tinnitus Association OR Oregon Coast Aquarium, Inc. OR HOPE POINT CHURCH OR Unitus Community Credit Union OR St John the Baptist Greek Orthodox Church OR Parkinson's Resources of Oregon OR Oregon Independent Automobile Dealers Association OR COLUMBIA PACIFIC ECONOMIC DEVELOPMENT DISTRICT OF OREGON OR St. Elizabeth Ann Seton Church OR St Andrews Presbyterian OR Oregon Rural Electric Cooperative Association OR THE MILL CASINO OR Gateway Prebyterian Church OR Oregon Jewish Museum and Center for Holoacust Education OR Northwest Opening OR Oregon State University OR Treasure Valley Community College OR Institute of Technology OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 75 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP Unviersity of Oregon OR OREGON UNIVERSITY SYSTEM OR University of Western States OR GEORGE FOX UNIVERSITY OR LEWIS AND CLARK COLLEGE OR PACIFIC UNIVERSITY OR REED COLLEGE OR WILLAMETTE UNIVERSITY OR LINFIELD COLLEGE OR MULTNOMAH BIBLE COLLEGE OR NORTHWEST CHRISTIAN COLLEGE OR NATIONAL COLLEGE OF NATURAL MEDICINE OR BLUE MOUNTAIN COMMUNITY COLLEGE OR PORTLAND STATE UNIV. OR CLACKAMAS COMMUNITY COLLEGE OR MARYLHURST UNIVERSITY OR OREGON HEALTH AND SCIENCE UNIVERSITY OR BIRTHINGWAY COLLEGE OF MIDWIFERY OR pacific u OR UNIVERSITY OF OREGON OR CONCORDIA UNIV OR Marylhurst University OR Corban College OR NORTH MARION SCHL DIST OR University of Oregon - Purchasing and Contracting Services OR Oregon Center For Advanced T OR UNIVERSITY OF PORTLAND OR OSU Deschutes County Extension Service OR Portland Actors Conservatory OR University Of Oregon Athletics Department OR Ecola Bible School OR Tokyo Int'l University of America, Inc OR WARNERPACIFIC COLG OR Beta Omega Alumnae OR Oregon Institute of Technology OR SOUTHERN OREGON UNIVERSITY OR EASTERN OREGON UNIVERSITY OR Wilco Farmers OR Harvest Church OR Sociecty of American Foresters OR Clackamas River Water Providers OR eickhoff dev co inc OR Cornerstone Association Inc OR The Klamath Tribe OR advocate care OR Cannon Beach Fire OR Life Flight Network LLC OR OREGON DEPT OF FISH & WILDLIFE- SAUVIE OR COVENANT RETIREMENT COMMUNITIES OR PENTAGON FEDERAL CREDIT UNION OR SAIF CORPORATION OR GREATER HILLSBORO AREA CHAMBER OF COMMERCE OR USAGENCIES CREDIT UNION OR PACIFIC CASCADE FEDERAL CREDIT UNION OR LOCAL GOVERNMENT PERSONNEL INSTITUTE OR GRANTS PASS MANAGEMENT SERVICES, DBA OR SPIRIT WIRELESS OR Kartini Clinic OR Astra OR Beit Hallel OR Cvalco OR Elderhealth and Living OR OREGON CORRECTIONS ENTERPRISES OR OREGON STATE HOSPITAL OR OFFICE OF PUBLIC DEFENSE SERVICES OR Clatskanie People's Utility District OR PIONEER COMMUNITY DEVELOPMENT OR MARION COUNTY HEALTH DEPT OR Ricoh USA OR Heartfelt Obstetrics & Gynecology OR Coquille Economic Development Corporation OR CITY/COUNTY INSURANCE SERVICE OR COMMUNITY CYCLING CENTER OR Shangri La OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 76 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP Portland Impact OR Eagle Fern Camp OR KLAMATH FAMILY HEAD START OR RIVER CITY DANCERS OR Oregon Permit Technical Association OR KEIZER EAGLES AERIE 3895 OR Pgma/Cathie Bourne OR Sunrise Water OR Burns Paiute Tribe OR Oregon Public Broadcasting OR La Grande Family Practice OR Linn Benton Lincoln Educational Services District OR SHERMAN COUNTY SCHOOL DISTRICT OR Ricoh USA OR Sphere MD OR BIENESTAR, INC. OR MEDFORD WATER COMMISSION OR Solutins Yes OR sunrise water authority OR Mountain Valley Therapy OR EAstern Oregon Trade and Event Center OR Waste-Pro OR QUEEN OF PEACE SCHOOL OR Columbia River Inter-tribal Fish Commission OR NPKA OR IBEW280 OR Confederated Tribes of Warm Springs OR Point West Credit Union OR Oregon State Credit Union OR PIONEER TELEPHONE COOPERATIVE OR Halsey-Shedd Fire District OR Northwest Power and Conservation Council OR Oregon Funeral Directors Association OR Nez Perce Tribe OR Obsidian Urgent Care, P.C. OR First Presbyterian Church of La Grande OR CONFLUENCE ENVIRONMENTAL CENTE OR A&I Benefit Plan Administrators, Inc. OR K Churchill Estates OR CSC HEAD START OR NORTHWEST VINTAGE CAR AND MOTORCYCLE OR crescent grove cemetery OR IONE HIGH SCHOOL OR Port of Toledo OR Roseburg Police Department OR Molalla Rural Fire Protection District OR MONMOUTH - INDEPENDENCE NETWORK OR EUGENE WATER & ELECTRIC BOARD OR MALIN COMMUNITY PARK AND RECREATION DISTRICT OR TILLAMOOK PEOPLES UTILITY DISTRICT OR GLADSTONE POLICE DEPARTMENT OR GOLD BEACH POLICE DEPARTMENT OR THE NEWPORT PARK AND RECREATION CENTER OR RIVERGROVE WATER DISTRICT OR TUALATIN VALLEY FIRE & RESCUE OR GASTON RURAL FIRE DEPARTMENT OR CITY COUNTY INSURANCE SERVICES OR SOUTH SUBURBAN SANITARY DISTRICT OR SOUTH FORK WATER BOARD OR SUNSET EMPIRE PARK AND RECREATION OR SPRINGFIELD UTILITY BOARD OR Tillamook Urban Renewal Agency OR Netarts Water District OR OAK LODGE SANITARY DISTRICT OR Boardman Rural Fire Protection District OR Tualatin Soil and Water Conservation District OR Silverton Fire District OR Lewis and Clark Rural Fire Protection District OR Rainbow Water District OR Illinois Valley Fire District OR Clatskanie RFPD OR PORT OF TILLAMOOK BAY OR TRI-COUNTY HEALTH CARE SAFETY NET ENTERPRISE OR METROPOLITAN EXPOSITION- RECREATION COMMISSION OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 77 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP REGIONAL AUTOMATED INFORMATION NETWORK OR OAK LODGE WATER DISTRICT OR THE PORT OF PORTLAND OR WILLAMALANE PARK AND RECREATION DISTRICT OR TUALATIN VALLEY WATER DISTRICT OR UNION SOIL & WATER CONSERVATION DISTRICT OR LANE EDUCATION SERVICE DISTRICT OR TUALATIN HILLS PARK AND RECREATION DISTRICT OR PORT OF SIUSLAW OR CHEHALEM PARK AND RECREATION DISTRICT OR PORT OF ST HELENS OR LANE TRANSIT DISTRICT OR CENTRAL OREGON INTERGOVERNMENTAL COUNCIL OR HOODLAND FIRE DISTRICT NO.74 OR MID COLUMBIA COUNCIL OF GOVERNMENTS OR WEST MULTNOMAH SOIL AND WATER CONSERVATION DISTRICT OR SALEM AREA MASS TRANSIT DISTRICT OR Banks Fire District #13 OR KLAMATH COUNTY 9-1-1 OR GLENDALE RURAL FIRE DISTRICT OR COLUMBIA 911 COMMUNICATIONS DISTRICT OR CLACKAMAS RIVER WATER OR NW POWER POOL OR Lowell Rural Fire Protection District OR TriMet Transit OR Estacada Rural Fire District OR Keizer Fire District OR State Accident Insurance Fund Corporation OR Bend Metro Park & Recreation District OR Port of Hood River OR La Pine Park & Recreation District OR Brookings- HArbor School District 17c OR Siuslaw Public Library District OR Tri-County Metropolitan Transportation District of Oregon ("TriMet") OR Columbia River Fire & Rescue OR Fern Ridge Library District OR Bend Park and Recreation District OR Port of Garibaldi OR Seal Rock Water District OR Rockwood Water P.U.D. OR Gollux OR Tillamook Fire District OR Tillamook County Transportation Dist OR Central Lincoln People's Utility District OR Jefferson Park and Recreation OR City of Monmouth / Public Works OR McMinnville Police Department OR Long Creek School District OR City of Salem Fire Department OR City of Sublimity OR City of Central Point Parks and Recreation OR Gearhart Fire Department OR Woodburn City Of OR Brookings Fire / Rescue OR City of Veneta OR CITY OF DAMASCUS OR Hermiston Fire & Emergency Svcs OR CEDAR MILL COMMUNITY LIBRARY OR CITY OF LAKE OSWEGO OR LEAGUE OF OREGON CITIES OR CITY OF SANDY OR CITY OF ASTORIA OREGON OR CITY OF BEAVERTON OR CITY OF BOARDMAN OR CITY OF CANBY OR CITY OF CANYONVILLE OR CITY OF CENTRAL POINT POLICE DEPARTMENT OR CITY OF CLATSKANIE OR CITY OF CONDON OR CITY OF COOS BAY OR CITY OF CORVALLIS OR CITY OF CRESWELL OR CITY OF ECHO OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 78 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP CITY OF ESTACADA OR CITY OF EUGENE OR CITY OF FAIRVIEW OR CITY OF GEARHART OR CITY OF GOLD HILL OR CITY OF GRANTS PASS OR CITY OF GRESHAM OR CITY OF HILLSBORO OR CITY OF HOOD RIVER OR CITY OF JOHN DAY OR CITY OF KLAMATH FALLS OR CITY OF LA GRANDE OR CITY OF MALIN OR CITY OF MCMINNVILLE OR CITY OF HALSEY OR CITY OF MEDFORD OR CITY OF MILL CITY OR CITY OF MILWAUKIE OR CITY OF MORO OR CITY OF MOSIER OR CITY OF NEWBERG OR CITY OF OREGON CITY OR CITY OF PILOT ROCK OR CITY OF POWERS OR RAINIER POLICE DEPARTMENT OR CITY OF REEDSPORT OR CITY OF RIDDLE OR CITY OF SCAPPOOSE OR CITY OF SEASIDE OR CITY OF SILVERTON OR CITY OF STAYTON OR City of Troutdale OR CITY OF TUALATIN, OREGON OR CITY OF WARRENTON OR CITY OF WEST LINN/PARKS OR CITY OF WOODBURN OR CITY OF TIGARD, OREGON OR CITY OF AUMSVILLE OR CITY OF PORT ORFORD OR CITY OF EAGLE POINT OR CITY OF WOOD VILLAGE OR St. Helens, City of OR CITY OF WINSTON OR CITY OF COBURG OR CITY OF NORTH PLAINS OR CITY OF GERVAIS OR CITY OF YACHATS OR FLORENCE AREA CHAMBER OF COMMERCE OR PORTLAND DEVELOPMENT COMMISSION OR CITY OF CANNON BEACH OR OR CITY OF ST. PAUL OR CITY OF ADAIR VILLAGE OR CITY OF WILSONVILLE OR CITY OF HAPPY VALLEY OR CITY OF SHADY COVE OR CITY OF LAKESIDE OR CITY OF MILLERSBURG OR CITY OF GATES OR KEIZER POLICE DEPARTMENT OR CITY OF DUNDEE OR Pendleton Police Department OR CITY OF AURORA OR THE CITY OF NEWPORT OR CITY OF ALBANY OR CITY OF ASHLAND OR CITY OF LEBANON OR CITY OF PORTLAND OR CITY OF SALEM OR CITY OF SPRINGFIELD OR METRO OR CITY OF BURNS OR CITY OF COTTAGE GROVE OR CITY OF DALLAS OR CITY OF FALLS CITY OR CITY OF PHOENIX OR CITY OF PRAIRIE CITY OR CITY OF REDMOND OR CITY OF SHERWOOD OR City of junction city OR City of Florence OR Columbia Gorge Community OR West Linn Police Department OR City of Dayton OR City of Carlton OR City of Pendleton Convention Center OR City of Monmouth OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 79 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP City of Philomath OR City of Sheridan OR Seaside Public Library OR City of Yoncalla OR La Grande Police Department OR City of Joseph OR Cove City Hall OR NW PORTLAND INDIAN HEALTH BOARD OR Portland Patrol Services OR City Of Bend OR City Of Coquille OR City Of Molalla OR ROCKWOOD WATER PEOPLE'S UTILITY DISTRICT OR City of St. Helens OR City of North Powder OR City of Eugene OR City of Cornelius, OR OR Toledo Police Department OR Springfield Public Library OR City of Independence OR City of Cascade Locks OR City of Columbia City OR City of Baker City OR McMinnville Water & Light OR City of Pendleton Parks & Recreation OR CITY OF HEPPNER OR CITY OF HERMISTON OR CITY OF SWEETHOME OR CITY OF THE DALLES OR CLACKAMAS FIRE DIST#1 OR DESCHUTES PUBLIC LIBRARY OR STAYTON FIRE DISTRICT OR Lake County Chamber of Commerce Inc OR City of Talent OR City of Ontario OR City of Corvallis Parks and Recreation OR North Lincoln Fire & Rescue #1 OR Gresham Police Department OR City of Harrisburg OR Gladstone Public Library OR West Linn Police OR City of Portland Parks Bureau OR City of Astoria Parks Dept. OR Seaside Fire & Rescue OR Florence Police Department OR City Of North Bend OR City of Union OR City of Nehalem OR City of Richland OR CITY OF LINCOLN CITY OR City of Donald OR City of Milton-Freewater OR CITY OF MADRAS OR CITY OF SCIO OR City of Forest Grove OR City Govrnment OR City of Mt. Angel OR Albany Police Department OR Umatilla Electric Cooperative OR WATER ENVIRONMENT SERVICES OR Polk County Fire District No.1 OR Clatsop Care Health District-Clatsop Retirement Village OR Netarts-Oceanside RFPD OR UIUC OR Rogue River Fire District OR Aurora Rural FIre District OR Tillamook County Emergency Communications District OR Southern Coos Hospital OR Oregon Cascades West Council of Governments OR MULTONAH COUNTY DRAINAGE DISTRICT #1 OR PORT OF BANDON OR OR INT'L PORT OF COOS BAY OR MID-COLUMBIA CENTER FOR LIVING OR DESCHUTES COUNTY RFPD NO.2 OR YOUNGS RIVER LEWIS AND CLARK WATER DISTRICT OR PACIFIC STATES MARINE FISHERIES COMMISSION OR CENTRAL OREGON IRRIGATION DISTRICT OR MARION COUNTY FIRE DISTRCT #1 OR COLUMBIA RIVER PUD OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 80 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP SANDY FIRE DISTRICT NO. 72 OR BAY AREA HOSPITAL DISTRICT OR NEAH KAH NIE WATER DISTRICT OR PORT OF UMPQUA OR EAST MULTNOMAH SOIL AND WATER CONSERVANCY OR Benton Soil & Water Conservation District OR DESCHUTES PUBLIC LIBRARY SYSTEM OR CLEAN WATER SERVICES OR North Douglas County Fire & EMS OR Crooked River Ranch Rural Fire Protection District OR PARROTT CREEK CHILD & FAM OR South Lane County Fire And Rescue OR Mill City RFPD OR Lake Chinook Fire & Rescue OR Clackamas County Water Environment Services OR Amity Fire District OR CENTRAL OREGON COMMUNITY COLLEGE OR UMPQUA COMMUNITY COLLEGE OR LANE COMMUNITY COLLEGE OR MT. HOOD COMMUNITY COLLEGE OR LINN-BENTON COMMUNITY COLLEGE OR SOUTHWESTERN OREGON COMMUNITY COLLEGE OR PORTLAND COMMUNITY COLLEGE OR CHEMEKETA COMMUNITY COLLEGE OR ROGUE COMMUNITY COLLEGE OR COLUMBIA GORGE COMMUNITY COLLEGE OR TILLAMOOK BAY COMMUNITY COLLEGE OR KLAMATH COMMUNITY COLLEGE DISTRICT OR Oregon Coast Community College OR Clatsop Community College OR North Portland Bible College OR OREGON COMMUNITY COLLEGE ASSOCIATION OR Umpqua Valley Public Defender OR Teacher Standards and Pracitices Commission OR Salem Keizer School District Purchasing OR Kdrv Channel 12 OR Opta Oregon Permit Technician OR Oregon Forest Resources Institute OR Office of the Ong Term Care Ombudsman OR Oregon State Lottery OR OREGON TOURISM COMMISSION OR OREGON STATE POLICE OR OFFICE OF THE STATE TREASURER OR OREGON DEPT. OF EDUCATION OR SEIU LOCAL 503, OPEU OR OREGON DEPARTMENT OF FORESTRY OR OREGON STATE DEPT OF CORRECTIONS OR OFFICE OF MEDICAL ASSISTANCE PROGRAMS OR OREGON OFFICE OF ENERGY OR OREGON STATE BOARD OF NURSING OR BOARD OF MEDICAL EXAMINERS OR OREGON LOTTERY OR OREGON BOARD OF ARCHITECTS OR SANTIAM CANYON COMMUNICATION CENTER OR OREGON DEPT OF TRANSPORTATION OR OREGON TRAVEL INFORMATION COUNCIL OR OREGON DEPARTMENT OF EDUCATION OR OREGON DEPT. OF CORRECTIONS OR DEPARTMENT OF ADMINISTRATIVE SERVICES OR Oregon Board of Massage Therapists OR Oregon Forest Industries Council OR Oregon Tradeswomen OR Oregon Convention Center OR OREGON SCHL BRDS ASSOCIAT OR Central Oregon Home Health and Hos OR Oregon Health Care Quality Cor OR OREGON DEPARTMENT OF HUMAN SERVICES OR Oregon Air National Guard OR Training & Employment OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 81 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT 8 SERIAL 180233-RFP State of Oregon - Department of Administrative Services OR Aging and People with Disabilities OR Department of Administrative Services OR Oregon State Treasury OR Oregon State Fair Council OR Oregon DEQ OR Procurement Services/DAS OR STATE OF OREGON OR OREGON JUDICIAL DEPARTMENT OR Oregon State Board of Architect Examiners OR Oregon Board of Chiropractic Examiners OR City of Astoria Fire Department OR Columbia Gorge ESD OR Nehalem Bay Wastewater OR Association of Oregon Community Mental Health Programs OR Klamath County Association of Realtors OR VA OR US FISH AND WILDLIFE SERVICE OR Bonneville Power Administration OR Bureau Of Land Management OR Oregon Army National Guard OR Linn County Sheriff Office OR USDA Forest Service OR 123d Fighter Squadron OR Yellowhawk Tribal Health Center OR ANGELL JOB CORPS OR Coquille Indian Housing Authority OR COLLEGE HOUSING NORTHWEST OR HOUSING AUTHORITY OF CLACKAMAS COUNTY OR HOUSING AUTHORITY OF PORTLAND OR WEST VALLEY HOUSING AUTHORITY OR HOUSING AUTHORITY AND COMMUNITY SERVICES AGENCY OR NORTH BEND CITY- COOS/URRY HOUSING AUTHORITY OR MARION COUNTY HOUSING AUTHORITY OR HOUSING AUTHORITY OF THE CITY OF SALEM OR Housing Authority of Yamhill County OR The Housing Authority of the County of Umatilla OR homeforward OR Access Inc OR Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 82 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 9 FEMA STANDARD TERMS AND CONDITIONS ADDENDUM FOR CONTRACTS AND GRANTS If any purchase made under the Master Agreement is funded in whole or in part by Federal Emergency Management Agency (“FEMA”) grants, Contractor shall comply with all federal laws and regulations applicable to the receipt of FEMA grants, including, but not limited to the contractual procedures set forth in Title 44 of the Code of Federal Regulations, Part 13 (“44 CFR 13”). In addition, Contractor agrees to the following specific provisions: 1. Pursuant to 44 CFR 13.36(i)(1), County is entitled to exercise all administrative, contractual, or other remedies permitted by law to enforce Contractor’s compliance with the terms of this Master Agreement, including but not limited to those remedies set forth at 44 CFR 13.43. 2. Pursuant to 44 CFR 13.36(i)(2), County may terminate the Master Agreement for cause or convenience in accordance with the procedures set forth in the Master Agreement and those provided by 44 CFR 13.44. 3. Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Contractor shall comply with the following federal laws: a. Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor (“DOL”) regulations (41 CFR Ch. 60); b. Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR Part 3); c. Davis-Bacon Act (40 U.S.C. 276a-276a-7) as supplemented by DOL regulations (29 CFR Part 5); d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by DOL regulations (29 CFR Part 5); e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15); and f. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 4. Pursuant to 44 CFR 13.36(i)(7), Contractor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and 41. 5. Pursuant to 44 CFR 13.36(i)(8), Contractor agrees to the following provisions regarding patents: a. All rights to inventions and/or discoveries that arise or are developed, in the course of or under this Agreement, shall belong to the County and be disposed of in accordance with County policy. The County, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries. 6. Pursuant to 44 CFR 13.36(i)(9), Contractor agrees to the following provisions, regarding copyrights: a. If this Agreement results in any copyrightable material or inventions, in accordance with 44 CFR 13.34, FEMA reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes: (1) The copyright in any work developed under a grant or contract; and (2) Any rights of copyright to which a grantee or a contactor purchases ownership with grant support. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 83 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 7. Pursuant to 44 CFR 13.36(i)(10), Contractor shall maintain any books, documents, papers, and records of the Contractor which are directly pertinent to this Master Agreement. At any time during normal business hours and as often as County deems necessary, Contractor shall permit County, FEMA, the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions. 8. Pursuant to 44 CFR 13.36(i)(11), Contractor shall retain all required records for three years after FEMA or County makes final payments and all other pending matters are closed. In addition, Contractor shall comply with record retention requirements set forth in 44 CFR 13.42. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 84 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 10 COMMUNITY DEVELOPMENT BLOCK GRANT ADDENDUM Purchases made under this contract may be partially or fully funded with federal grant funds. Funding for this work may include Federal Funding sources, including Community Development Block Grant (CDBG) funds from the U.S. Department of Housing and Urban Development. When such funding is provided, Contractor shall comply with all terms, conditions and requirements enumerated by the grant funding source, as well as requirements of the State statutes for which the contract is utilized, whichever is the more restrictive requirement. When using Federal Funding, Contractor shall comply with all wage and latest reporting provisions of the Federal Davis-Bacon Act. HUD-4010 Labor Provisions also applies to this contract. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 85 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 11 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 86 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 12 ORACLE SOFTWARE TERMS AND CONDITIONS Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 87 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 88 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 89 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 90 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 91 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 92 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 93 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 94 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 95 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 13 ORACLE CLOUD TERMS AND CONDITIONS Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 96 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 97 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 98 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 99 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 100 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 101 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 102 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 103 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 104 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 105 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 14 ORACLE HARDWARE TERMS AND CONDITIONS Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 106 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 107 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 108 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 109 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 110 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 111 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 112 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 113 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 114 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 115 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 116 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 117 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 118 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 119 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 120 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F ATTACHMENT A PRICING SERIAL 180233-RFP NIGP CODE: 20655 RESPONDENT'S NAME: COUNTY VENDOR NUMBER : ADDRESS: P.O. ADDRESS: TELEPHONE NUMBER: FACSIMILE NUMBER: WEB SITE: CONTACT (REPRESENTATIVE): REPRESENTATIVE'S E-MAIL ADDRESS: YES NO WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [ ][ ] [ ] NET 10 DAYS [ ] NET 45 DAYS [ ] 1% 10 DAYS NET 30 DAYS [ ] NET 15 DAYS [ ] NET 60 DAYS [ ] 2% 30 DAYS NET 31 DAYS [ ] NET 20 DAYS [ ] NET 90 DAYS [ ] 1% 30 DAYS NET 31 DAYS [ ] NET 30 DAYS [ ] 2% 10 DAYS NET 30 DAYS [ ] 5% 30 DAYS NET 31 DAYS Product Discount Support Discount TOTAL DISCOUNTS 0%0% AVERAGE DISCOUNTS 0.000%0.000% TOTAL DISCOUNTS 0% AVERAGE DISCOUNTS 0% TOTAL DISCOUNTS 0% AVERAGE DISCOUNTS 0% TOTAL DISCOUNTS 0% AVERAGE DISCOUNTS 0% TOTAL DISCOUNTS -$ AVERAGE DISCOUNTS -$ TOTAL DISCOUNTS NA NA AVERAGE DISCOUNTS NA NA TOTAL DISCOUNTS 0% AVERAGE DISCOUNTS 0% TOTAL DISCOUNTS NA NA AVERAGE DISCOUNTS NA NA 1.3.6 Support Services Recap 1.3.7 Training Recap 1.3.8 Financing Recap 1.3.4 Cloud Services Recap 1.3.5 Professional Services Recap RESPONDENT IS REQUIRED TO PICK ONE OF THE FOLLOWING PAYMENT TERMS. FAILURE TO INDICATE PAYMENT TERMS WILL RESULT IN A DEFAULT TO NET 30 DAYS. RESPONDENT MUST INITIAL THEIR SELECTION BELOW. 1.3.1 Perpetual License Recap 1.3.2 Engineered Systems Recap 1.3.3 Hardware Recap Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 121 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F ATTACHMENT A PRICING Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 122 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Perpetual Licenses Reseller: 1.3.1 Perpetual Licenses Catalog Products Insert Percentage Below Insert Percentage Below Global Price List - shown in dark grey Metric Min. Discount for Licenses XX% First Year Maintenance Percentage based on discounted license Cost Technology Global Price List Products Oracle Enterpise Edition Database Processor Oracle Enterpise Edition Database Processor Database Vault Processor Advanced Security Processor Oracle Fusion Applications Component Global Price List Application Management Suite for Oracle Fusion Applications Named User Plus Application Management Suite for Oracle Fusion Applications Processor Oracle E-Business Suite Applications Global Price List Component Pricing Purchasing Application User *Option: Sourcing Application User *Option: Sourcing Optimization Application User iProcurement Application User Oracle Business Intelligence Applications Global Price List Component Pricing Supply Chain and Order Management Analytics, Fusion Edition Application User Financial Analytics, Fusion Edition Application User Procurement & Spend Analytics, Fusion Edition Application User Peoplesoft Component Global Price List Absence Management Employee Benefits Administration Employee JD Edwards Component Global Price List Page 3 of 12 Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 123 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Perpetual Licenses Reseller: 1.3.1 Perpetual Licenses Catalog Products Insert Percentage Below Insert Percentage Below Global Price List - shown in dark grey Metric Min. Discount for Licenses XX% First Year Maintenance Percentage based on discounted license Cost CRM Foundation Application User CRM Foundation Connected Device Oracle Construction & Engineering Global Price List Primavera P6 Enterprise Project Portfolio Management Application User Primavera P6 Progress Reporter Application User Primavera P6 Professional Project Management Application User TOTALS 0%0% AVERAGE DISCOUNTS 0.000%0.000% Page 4 of 12 Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 124 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Perpetual Licenses Reseller: 1.3.1 Perpetual Licenses Catalog Products Insert Percentage Below Insert Percentage Below Global Price List - shown in dark grey Metric Min. Discount for Licenses XX% First Year Maintenance Percentage based on discounted license Cost ORACLE PRODUCTS TRANSACTION BANDS FOR PRODUCT 0-$25000 $25000-$100,000 $100,000-$250,000 $250,000-$1,000,000 $1,000,000- PLUS TOTALS 0%0% AVERAGE DISCOUNTS 0%0% DISCOUNT END USER WITH BUDGET LESS THAN $100 MILLION DISCOUNT END USER WITH BUDGET MORE THAN $100 MILLION Page 5 of 12 Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 125 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Engineered Systems Reseller: 1.3.2 Engineered Systems Catalog Products 4 Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Oracle Engineered Systems Global Price List Min. Discount Eng Systems Hardware% First Year Oracle Premier Support for Systems Percentage based on discounted Hardware Cost First Year Oracle Premier Support for Operating SystemsPercentage based on discounted Hardware Cost First Year Oracle Customer Data and Device Retention Percentage based on discounted Hardware Cost Min. Discount for Licenses XX% First Year SULS Percentage based on discounted license Cost Product Exadata Exadata Storage Server X7-2 Extreme Flash (EF) plus Infiniband Infrastructure Exadata Storage Server X7-2 High Capacity (HC) plus Infiniband Infrastructure Exadata Eighth Rack Storage Server X7-2 High Capacity (HC) plus InfiniBand Infrastructure Exadata Storage Server Software TOTALS 0%0%0%0%0%0% AVERAGE DISCOUNTS 0.000%0.000%0.000%0.000%0.000%0.000% TOTAL 0% AVERAGE TOTAL 0% Oracle Proprietary for Official Use Only. Distribution limited to DON ESL Working Group. Page 6 of 12 Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 126 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 13120 HARDWARE Reseller: 1.3.3 Hardware, Servers, Storage and Networking Catalog Products Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Global Price List - shown in dark grey Min. Discount Hardware% First Year Oracle Premier Support for Systems Percentage based on discounted Hardware Cost First Year Oracle Premier Support for Operating SystemsPercentage based on discounted Hardware Cost First Year Oracle Customer Data and Device Retention Percentage based on discounted Hardware Cost Min. Discount for Licenses XX% First Year SULS Percentage based on discounted license Cost Systems Hardware and Software Global Price List SPARC S7-2 server: base with 1 SPARC S7 8-core 4.27 GHz processor (for factory installation) StorageTek Availability Suite Software TOTALS 0%0%0%0%0%0% AVERAGE DISCOUNTS 0.000%0.000%0.000%0.000%0.000%0.000% TOTAL 0% AVERAGE TOTAL 0% Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 127 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Cloud Services Reseller: 1.3.4 Cloud Services Catalog Products Insert Percentage Below Global Price List - shown in dark grey Metric Min. Discount for Service XX% Oracle Cloud Software as a Service (SaaS) Oracle RightNow Global Price List Oracle RightNow Standard Dynamic Agent Desktop Cloud Service Hosted Named User Oracle Policy Automation Agent Cloud Service Hosted Named User Oracle Taleo Cloud Service Global Price List Oracle Talent Acqusition Cloud Service Hosted Employee Taleo Scheduling Cloud Service Hosted Employee Oracle Fusion Cloud Service Global Price List Fusion CRM Base Premim Offering Cloud Service Hosted Named User Fusion Human Capital Management Base Cloud Service Hosted Employee Oracle Cloud Platform as a Service and Infrastructure as a Service (PaaS and IaaS) Oracle Cloud Platform as a Service and Infrastructure as a Service - Public Cloud Global Price List Oracle Analytics Cloud - Enterprise - Government OCPU Per Hour Oracle Database Cloud Service - Standard Edition - General Purpose - Non-metered - Public Sector Hosted Environment Oracle Storage Cloud Service - Non-metered - Public Sector TB of Storage Capacity TOTALS 0% AVERAGE DISCOUNTS 0% Oracle Proprietary for Official Use Only. Distribution limited to DON ESL Working Group. Page 8 of 12 Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 128 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Reseller: 1.3.5 Consulting/Professional Services Labor Category Year 1 Year 2 Year 3 Year 4 Year 5 Application Developer Associate Consultant Consulting/Engineer Director/Engineer Installation Engineer Managing Principal Consultant Practice Director Practice Manager Principal Consultant Project Manager/Engineer Senior Consultant/Engineer Senior Project Manager Sr. Application Developer Sr. Practice Director Sr. Principal Consultant Sr. Systems Engineer Staff Consultant Systems Engineer TOTAL -$ -$ -$ -$ -$ AVERAGE -$ -$ -$ -$ -$ TOTAL -$ TOTAL AVERAGE -$ Labor Rate(s) Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 129 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Reseller: 1.3.6 Technical Support Services and/or Maintenance Support Services Technical Support Services and/or Mainentance Support Services fees are calculated as a factor of fees paid on net new licenses and/or harware, renewal of services thereafter are priced based on a percentage increase over prior years fees and provided in accordance with then current Technical Support Policies. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 130 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 13120 TRAINING Reseller: 1.3.7 Oracle Training and University Products Oracle University Training Services Customer Transaction Band $0 - $10,000 0% $10,001 - $25,000 0% $25,001 - $50,000 0% $50,001 - $100,000 0% $100,001 - $250,000 0% $250,001 + 0% TOTAL 0% AVERAGE 0% E-Business License and Technical Support Discounts (Enter Discount off of list price. List price detailed at www.oracle.com/education Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 131 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Reseller: 1.3.8 Financing Services PARTNERS TO INSERT FINANCIING SERVICES TAB Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 132 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP EXHIBIT 4 (DRAFT CONTRACT) ORACLE PRODUCTS AND SERVICES This Contract is entered into this _____ day of ____________, 20__ by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and _______________________________, a _________ corporation (“Contractor”) for the purchase of Oracle Products and Services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of Five (5) years, beginning on the day of , 2018 and ending the day of , 2023. 1.2 The products and services which are the subject of this Master Agreement (“County Contract”) may be covered by a service or maintenance agreement. The term of the service or maintenance agreement shall be governed by that document and may survive the expiration of this Master Agreement. 1.3 The County may, at its option and with the agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of Five (5) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases 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 sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 1.4 CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to the preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. 2.0 PRICE ADJUSTMENTS (applies to percentages in contract): Any requests for reasonable price adjustments must be submitted one hundred and twenty (120) calendar days prior to the Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the date stipulated on the Contract. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 133 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.” 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. 3.3 INVOICES: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. 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 • Project name and/or number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase (product or services) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Mileage w/rate (if applicable) • Arrival and completion time (if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.3.3 Payment shall only 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 Web Site (http://www.maricopa.gov/922/Vendors). 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.3.5 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. 3.4 PAYMENT RETENTION: 3.4.1 Ten percent (10%) of monies paid for Project Management and Project Labor earned by Contractor related to work under this Contract shall be retained by County until Final Completion of the services herein described in any project Exhibit B Scope of Work. County may elect to release specific retention payments based on mutually agreed milestones, but in no case shall retention be released prior to Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this Contract by County through no fault of Contractor, Contractor shall be entitled to the refund of any funds in the retention account. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 134 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 3.4.2 After fifty percent (50%) of the work has been completed, the Maricopa County Executive Steering Committee may reduce the retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage shall be in the discretion of the Maricopa County Executive Steering Committee. Any interest earned on retainage shall accrue solely to the benefit of County. 3.4.3 The Contractor shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The Contractor is required to request this option at least ten (10) business days prior to submission of first Application for Payment to allow time for preparation of forms. The Contractor shall request and obtain securities forms through County. The County must identify either securities option or retention option prior to first Application for Payment. 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.5.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including; transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation. 3.6 TAX (SERVICES): No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes. 3.7 TAX (COMMODITIES): Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes. 3.8 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. 3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 135 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 4.0 AVAILABILITY OF FUNDS: 4.1 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 County 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. 4.2 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. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the issuance of a project scope of work or Purchase Order by the Procurement Officer. 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 AND CONDITIONS: 6.1 INDEMNIFICATION: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) 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 the County, its agents, representatives, agents, 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 of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. 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. Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other Party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of the negligent performance of this Agreement, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence, Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 136 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. 6.2 INFRINGEMENT DEFENSE INDEMNIFICATION: 6.2.1 Defense and Indemnity: Contractor shall defend, Participate and Share in the Cost, as defined below, in the full defense of the County against any Claim, as defined below, and will indemnify and hold harmless the County as provided for in this Section for any judgments, settlements and court awarded attorney’s fees resulting from a Claim where the claimant is adjudged the successful party in the Claim. Contractor’s obligations under this Section are conditioned on the following: (i) County promptly notifies Contractor of the Claim in writing upon being made aware of the Claim; (ii) County gives Contractor lead authority and County being control of the defense and (if applicable) settlement of the Claim, provided that County’s legal counsel may participate in such defense and settlement, at County’s expense, and (iii) County provides all information and assistance reasonably requested by Contractor to handle the defense or settlement of the Claim. For purposes of this Section, “Claim” means any cause of action in a third party action, suit or proceeding against County alleging that Contractor software, or its upgrades, modifications, or revisions, as of its delivery date under this Contract, infringes a valid U.S. patent, copyright or trademark. For the purposes of this section, “Participate and Share in the Costs” means Contractor will assist the County in the defense of the claim, to the extent agreed to by the parties, except that Contractor shall be solely responsible for any and all costs adjudged in a successful Claim against the County. 6.2.2 Remedial Measures: If software becomes, or Contractor reasonably believes use of software may become the subject of a Claim, Contractor may, at its own expense and option: (i) procure for County the right to continue use of the Product; (ii) replace or modify the software; or to the extent that neither (i) nor (ii) are deemed commercially practicable, (iii) refund to County a pro-rated portion of the applicable fees for software based on a linear depreciation monthly over 10 year useful life, in which case County will cease all use of software and return it to Contractor. 6.2.2.1 Exceptions: Contractor will have no defense or indemnity obligation for any Claim based on: (i) modifications by someone other than Contractor; (ii) software has been modified by Contractor in accordance with County-provided specifications or instructions; (iii) use or combination by the County of software with Third Party Products, open source or freeware technology; (iv) Third Party Products, open source or freeware technology; (v) a product that is used or located by County in a country other than the country in which or for which it was supplied by Contractor; (vi) possession or use of a product after Contractor has informed County of modifications or changes required to avoid such Claim and offered to implement those modifications or changes, if such Claim would have been avoided by implementation of Contractor's suggestions and to the extent County did not provide Contractor with a reasonable opportunity to implement Contractor's suggestions; or (vii) the amount of revenue or profits earned or other value obtained by the use of Products, or the amount of use of the Products. “Third Party Products” means any products made by a party other than Contractor, and may include, without limitation, products ordered by County from third parties. However, components of Contractor branded Products are not Third Party Products if they are both: (i) embedded in Third Party Products (i.e., not recognizable as standalone items); and (ii) not identified as separate items on Contractor’s price list, quotes, order specifications forms or documentation. 6.2.3 The foregoing states Contractor’s entire liability, and County’s sole and exclusive remedy except as provided at law or equity, with respect to any infringement or misappropriate of any intellectual property rights of another party. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 137 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6.3 SOURCE CODE ESCROW REQUIREMENT (IF APPLICABLE): 6.3.1 The Contractor shall provide all source code and any updates or fixes for the Contractor Commercial off the Shelf (“COTS”) application software that Maricopa County has purchased from Contractor for safekeeping with a mutually acceptable escrow agent within thirty (30) days of award. The software source deposited with the escrow agent will be a snapshot of all source code maintained by Contractor in the form of a Microsoft Visual Source Safe Archive. In this way, as beneficiary of the escrow agreement between Contractor and escrow agent, Maricopa County will have access to all source code of the products that they license for all versions of the software. Furthermore, the escrowed code shall include all code specifically developed for Maricopa County including, but not limited to: interfaces, Extraction-Transformation-Loading (ETL) routines for data conversion, and all custom code. Upon taking possession of the source code, Maricopa County will have the right to use the source for products that they license in the versions currently installed on the System or any subsequent versions in the archive. Contractor will make a deposit of the Source Safe Archive with the escrow agent upon the release of version release or once every six (6) months, whichever occurs first. 6.3.2 Maricopa County hereby agrees to pay the yearly standard fee for a beneficiary of the source code. 6.3.3 Maricopa County shall have access to the source code in the event any of the following circumstances: 6.3.3.1 the sale, assignment, or transfer to any third party of any of Contractor’s rights in the licensed product (or any portion thereof) if such sale, assignment, or transfer would prevent Contractor from fully performing any of its obligations under any agreement with Maricopa County; 6.3.3.2 Contractor becomes insolvent or commits any affirmative act of insolvency, or generally fails to pay, or admits in writing its inability to pay, debts as they become due, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under, or case in, any bankruptcy or insolvency law, or Contractor takes any action to authorize, or in the furtherance of, any of the foregoing; 6.3.3.3 Contractor discontinues providing full support and maintenance services for the licensed product in accordance with its obligations pursuant to any agreement with Maricopa County; 6.3.3.4 Contractor has ceased to do business or improperly refuses to provide any services pursuant to any agreement with Maricopa County; 6.3.3.5 Contractor has breached (and if subject to a cure period, has not cured such breach within such period) any material term or condition of any agreement with Maricopa County; 6.3.3.6 Any change of control of Contractor or Contractor’s parent company, where such party is acquired, directly or indirectly, in a single transaction or series of related transactions, or all or substantially all of the assets of such party are acquired by any entity, or such party is merged with or into another entity to form a new entity; or 6.3.3.7 Any other circumstance in which Maricopa County is entitled to access or use the applicable deposit materials (including, but not limited to, the source code) under the express terms of any agreement between Contractor and Maricopa County. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 138 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6.3.4 Upon Maricopa County taking possession of the source code, Maricopa County hereby agrees as follows: 6.3.4.1 Maricopa County accepts full and total responsibility for the safekeeping of the source code. Maricopa County agrees that such source code shall be subject to the restrictions of transfer, sale, and reproduction placed on the software itself as stated in the software license signed by all parties. 6.3.4.2 Maricopa County agrees to only use source code related to applications for which they own a license. There will be source from other applications in the archive. 6.3.4.3 Maricopa County agrees, if so ordered by a court of competent jurisdiction, to compensate Contractor for any and all damages Contractor suffers, to include reasonable attorney’s fees, resulting directly or indirectly from, but not limited to, the mishandling, misuse, or theft of the source code, regardless of intent, or the absence thereof, by Maricopa County, its employees, agents and third-party contractors. 6.3.4.4 No license under any trademark, patent, copyright, or any other intellectual property right, is either granted or implied by the disclosure of the source code to Maricopa County. The Contractor’s disclosure of the source code to Maricopa County shall not constitute any representation, warranty, assurance, guarantee or inducement by the Contractor to Maricopa County of any kind, and, in particular, with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights, or other rights of third persons or of Contractor. 6.3.4.5 Contractor will not be responsible for maintaining the source code. Furthermore, Contractor will not be liable for any consequences related to the use of source code modified by Maricopa County. 6.4 INSURANCE: 6.4.1 Contractor, at Contractor’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++. 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. 6.4.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.4.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.4.4 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. 6.4.5 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. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 139 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6.4.6 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. 6.4.7 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. 6.4.8 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, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 6.4.9 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 or use or maintenance of the premises under this Contract. 6.4.10 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 $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract 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, its contractors and its subcontractors pursuant to this Contract. 6.4.11 Errors and Omissions (Professional Liability) Insurance: Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the Contractor, with limits of no less than $2,000,000 for each claim. 6.4.12 Crime: Contractor shall maintain Commercial Crime Liability Insurance with a limit of not less than $500,000 for each occurrence. The policy shall include, but not be limited to, coverage for employee dishonesty, fraud, theft, or embezzlement. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 140 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6.4.13 Cyber: Policy Limit: 6.4.13.1 The policy shall be issued with minimum limits of $100,000. 6.4.13.2 The policy shall include coverage for all directors, officers, agents and employees of the Contractor. 6.4.13.3 The policy shall include coverage for third party fidelity. 6.4.13.4 The policy shall include coverage for theft. 6.4.13.5 The policy shall contain no requirement for arrest and conviction. 6.4.13.6 The policy shall cover loss outside the premises of the Named Insured. 6.4.13.7 The policy shall endorse (Blanket Endorsements are not acceptable) the Department as Loss Payee as our interest may appear. 6.4.14 Technology Errors & Omission Insurance: Each claim $2,000,000 Annual Aggregate $2,000,000 Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this Contract. In the event that the Tech E&O insurance required by this Contract is written on a claims- made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed. 6.4.15 Network Security (Cyber) and Privacy Liability (IF APPLICABLE TO PROJECT): Each Claim $2,000,000 Annual Aggregate $2,000,000 Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation, and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss. In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. 6.4.16 County shall be a Certificate Holder: Before providing the services as defined above, Developer shall furnish County with Certificates of Insurance evidencing coverage required by this Article. The certificates shall identify County as additional insured and shall be signed by a person authorized by that insurer to bind coverage on its behalf. All obligations for occurrence coverage shall survive termination of this Agreement. Other insurance policies required hereby shall expressly provide that such policies shall Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 141 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP not be canceled, terminated or materially altered without thirty (30) days prior written notice to County. All insurance obligations of this Article shall survive termination of this Agreement. It is understood that the County is “Self-Insured” and a Certificate of Insurance shall be provided by County upon approval of this Agreement by the Parties. 6.4.17 Certificates of Insurance: 6.4.17.1 Prior to Contract award, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insure r(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 identify this contract number and title. 6.4.17.2 In the event any insurance policy(ies) required by this Contract is(are) written on a claims made basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 6.4.17.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) calendar days prior to the expiration date. 6.4.18 Cancellation and Expiration Notice: Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two (2) business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 320 West Lincoln Street, Phoenix, AZ 85003, or emailed to the Procurement Officer noted in the solicitation. 6.5 BOND REQUIREMENT (IF REQUIRED FOR ANY PROJECT): 6.5.1 Concurrently with the submittal of the Contract, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor. 6.5.1.1 Performance Bond equal to the full Contract amount ($________or as specified) conditioned upon the faithful performance of the Contract in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Contract. 6.5.1.2 A Payment Bond equal to the full Contract amount ($________or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Contract. 6.5.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney’s fees as may be fixed by a judge of the court. 6.5.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 142 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency. The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this State, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated “Best-A” or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company. 6.6 FORCE MAJEURE: 6.6.1 Neither party shall be liable for failure of performance, nor incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Contract if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, interruption or failure of electricity or telecommunication service. 6.6.2 Each party, as applicable, shall give the other party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 6.6.3 The party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated. 6.6.4 The County shall reserve the right to terminate this Contract and/or any applicable order or contract release purchase order upon non-performance by Contractor. The County shall reserve the right to extend the Contract and time for performance at its discretion. 6.7 WARRANTY (IF APPLICABLE): 6.7.1 The minimum warranty for products shall be 90-days, or the manufacturers' warranty, whichever is greater. Warranty replacement shall be done at no additional cost to the County. This includes special order or non-stock parts. Freight charges, transportation charges, etc. are all incurred by the Contractor. The effective date on all warranties shall commence upon the date of installation. 6.7.2 All items furnished under this Contract shall conform to the requirements of this Contract and shall be free from defects in design, materials and workmanship. 6.7.3 The warranty period for workmanship shall be for an initial period of twelve (12) months and commence upon acceptance by County. 6.7.3.1 The Contractor shall indicate on the Price Sheet the duration of the warranty and any applicable limitations or conditions which may apply. 6.7.3.2 The Contractor agrees that he will, at his own expense, provide all labor and parts required to remove, repair or replace, and reinstall any such defective workmanship and/or materials which becomes or is found to be defective during the term of this warranty. The Contractor shall guarantee the equipment to be supplied complies with all applicable regulations. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 143 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6.7.4 Contractor shall respond to all warranty requests within 24-hours of notification. 6.8 DELIVERY: 6.8.1 Delivery shall be made within 48 hours after receipt of order (ARO) 6.8.2 Exceptions to delivery schedule will be special order items that must be identified. 6.8.3 Maricopa County reserves the right to obtain material on the open market in the event Contractors fail to make delivery and charge any price differential to the Contractor. 6.8.4 Delivery shall be F.O.B. Destination, Freight Prepaid. 6.9 EXPEDITED DELIVERY: 6.9.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County. 6.9.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs, the Using Agency shall advise the Contractor to proceed. 6.9.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file. 6.10 SHIPPING DOCUMENTS: A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 6.10.1 Contract Serial number. 6.10.2 Contractor’s name and address. 6.10.3 Using Agency name and address. 6.10.4 Using Agency purchase order number. 6.10.5 A description of product(s) shipped, including item number(s), quantity(ies), number of containers and package number(s), as applicable. 6.11 PERFORMANCE: It shall be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor. 6.12 SHIPPING CHARGES: 6.12.1 Shipping costs will be borne by the Contractor. FOB: Destination. 6.12.2 Exceptions to normal shipping charges: Expedited freight will be pre-paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements. These requirements will be made in writing to the contractor. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 144 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6.13 PACKAGING/PACKING: Unless otherwise stated, commercial packages and packing, suitable for the type, size, and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable. 6.14 OPERATING MANUALS: Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department. These may be provided in hard copy or electronically. 6.15 INSTALLATION: The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition. 6.16 ACCEPTANCE (IF APPLICABLE): 6.16.1 Perpetual Licenses – Software is made available via a web link provided by the Licensor; there is no acceptance period for perpetual licenses. 6.16.2 Engineered Systems and Hardware - For Customer’s Initial purchase of each Engineered Systems or Hardware the Contractor shall provide an acceptance test period (the “Test Period “) that commences upon Installation. Installation shall be defined as: a.) the Equipment, if any, is mounted; b.) the Software is installed on the data base server(s) and/or personal computer(s); and c.) implementation team training, if any, is complete. During the Test Period, County shall determine whether the Equipment and Software meet the Contractor published electronic documentation, (“Specifications”). The Test Period shall be for at least ninety (90) calendar days, or as negotiated for that specific project. If County has not given Contractor a written deficiency statement specifying how the Equipment or Software fails to meet the Specification (“Deficiency Statement’) within the Test Period, the Equipment and Soft ware shall be deemed accepted. If County provides a Deficiency Statement within the Test Period, Contractor shall have thirty (30) calendar days to correct the deficiency, and the Customer shall have an additional sixty (60) calendar days to evaluate the Equipment and Software. If the Equipment or Software does not meet the Specifications at the end of the second thirty (30) calendar day period, the County may terminate this Contract. Upon any such termination, Contractor shall, at Contractor’s cost, remove all equipment and software from County premises and equipment. County shall return all Equipment and Software to Contractor, and Contractor shall refund any monies paid by County to Contractor. Upon completion of these terms, neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test. 6.16.3 Cloud Services – Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services. 6.17 RETURN POLICY: The Bidders shall state their return policy, time limitations, or restocking charges (if any) for such returns. Products will not be accepted in damaged or broken/unsealed packages. Credit memos shall be issued, in accordance with the Contractor’s return policy. If a restocki ng charge is applied, the credit memo must reflect the full credit amount of each item returned and the restocking charge shall be a separate line. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 145 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6.18 INSPECTION OF SERVICES (IF APPLICABLE): 6.18.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires. 6.18.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.18.3 If any of the services do not conform to Contract requirements, County may require the Contractor to perform the services again in conformity with Contract requirements, at no cost to the County. When the defects in services cannot be corrected by re-performance, County may: 6.18.3.1 Require the Contractor to take necessary action to ensure that future performance conforms to Contract requirements; and 6.18.3.2 Reduce the Contract price to reflect the reduced value of the services performed. 6.18.4 If the Contractor fails to promptly perform the services again or to take the necessary action to ensure future performance in conformity with Contract requirements, County may: 6.18.4.1 By Contract or otherwise, perform the services and charge to the Contractor , through direct billing or through payment reduction, any cost incurred by County that is directly related to the performance of such service; or 6.18.4.2 Terminate the Contract for default. 6.19 ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment. 6.20 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved. 6.21 PURCHASE ORDERS: County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 6.22 BACKGROUND CHECK (IF REQUIRED BY PROJECT): Contractors need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the Contractor, subcontractors and employees. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 146 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6.23 SUSPENSION OF WORK: The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Contract. 6.24 STOP WORK ORDER: The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either: 6.24.1 Cancel the stop work order; or 6.24.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract. 6.24.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or Contract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.25 TERMINATION FOR CONVENIENCE: Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.26 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: 6.26.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension; 6.26.2 Make progress, so as to endanger performance of this Contract; or 6.26.3 Perform any of the other provisions of this Contract. The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within ten (10) business days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.27 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the Contract, if any person Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 147 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 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. 6.28 CONTRACTOR LICENSE REQUIREMENT: 6.28.1 The Contractor 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 Contractor 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 Office of Procurement Services and the Department of any and all changes concerning permits, insurance or licenses. 6.28.2 Contractor furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. Contractor is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the Contract. Contractors are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing requirements for a particular contract. Contractor shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 6.29 SUBCONTRACTING: 6.29.1 The Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Contract Number and identify the job project. 6.29.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the subcontractor’s invoice must accompany the Prime Contractor’s invoice. 6.30 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.31 ADDITIONS/DELETIONS OF REQUIREMENTS: The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 148 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6.32 STRICT COMPLIANCE: Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract. 6.33 VALIDITY: 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 the Contract. 6.34 SEVERABILITY: The removal, 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. 6.35 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.36 NON-DISCRIMINATION: Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 ) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin . 6.37 ISRAEL BOYCOTT: By signing this Contract, the Contractor certifies that they are in compliance with Article 9, A.R.S. § 35-393 et seq. 6.38 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 6.38.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, it’s current officers and directors; 6.38.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction; 6.38.1.2 have not within three (3) year period preceding this Contract; 6.38.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and 6.38.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 149 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 6.38.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 6.38.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 6.38.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.39 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.39.1 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 (3) years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 6.39.2 The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.39.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the Contract and may pursue any and all remedies allowed by law, including, but not limited to; suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.40 INFLUENCE: As prescribed in MC1-1203 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: Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 150 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6.40.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy, 6.40.2 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. 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. ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARDS TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS. 6.41 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS: 6.41.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112 –239) and section 3.908 of the Federal Acquisition Regulation; 6.41.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.41.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 6.42 UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 6.43 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.43.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.43.2 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 Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 151 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.44 AUDIT DISALLOWANCES: If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.45 OFFSET FOR DAMAGES: In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the Contract. 6.46 CONFIDENTIAL INFORMATION: Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. The Contractor’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) business days of the written request to do so. Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. 6.47 PUBLIC RECORDS: Under Arizona law, all Contracts are public records and must be retained by the Records Manager at the Office of Procurement Services. Contracts shall be open to public inspection and copying after Contract award and execution, except for such Contracts or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. 6.48 PRICES: Contractor warrants that prices extended to County under this Contract are no higher than those paid by any other customer for these or similar services. 6.49 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. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 152 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 6.50 RELATIONSHIPS: 6.50.1 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, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.50.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.51 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, Phoenix, Arizona. 6.52 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and Contractor’s license agreement, if applicable, the terms of this Contract shall prevail. 6.53 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.53.1 Exhibit A, Pricing; 6.53.2 Exhibit B, Scope of Work; 6.53.3 Exhibit C, Oracle Standard Terms and Conditions for Products and Services; and 6.53.4 Exhibit D, Office of Procurement Services Contractor Travel and Per Diem Policy NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 320 West Lincoln Street Phoenix, Arizona 85003-2494 For Contractor: Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 153 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP 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 Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 154 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 55 66 Question and Answers for Bid #180233 -RFP - ORACLE PRODUCTS AND SERVICES Overall Bid Questions There are no questions associated with this bid. Bid 180233-RFPMaricopa County 5/18/2018 3:21 PM p. 155 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT B Original Government Contract Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F SERIAL 180233-RFP ORACLE PRODUCTS AND SERVICES Contract Mythics, Inc. LLC DATE OF LAST REVISION: December 10, 2024 CONTRACT END DATE: November 30, 2028 CONTRACT PERIOD THROUGH NOVEMBER 30, 2023 2028 TO: All Departments FROM: Office of Procurement Services SUBJECT: Contract for ORACLE PRODUCTS AND SERVICES 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 December 12, 2018. 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/mm Attach Copy to: Office of Procurement Services James Foley, OPS (Please remove Serial 13120-RFP from your contract notebooks) Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F ORACLE PRODUCTS AND SERVICES This Contract is entered into this 12th day of December 2018 by and between Maricopa County (“County”), a political subdivision of the State of Arizona, and Mythics, Inc. LLC, a Virginia corporation (“Contractor”) for the purchase of Oracle Products and Services. 1.0 CONTRACT TERM: 1.1 This Contract is for a term of Five (5) years, beginning on the 12th day of December, 2018 and ending the 30th day of November, 2023 2028. 1.2 The products and services which are the subject of this Master Agreement (“County Contract”) may be covered by a software programs license agreement service or maintenance agreement. The term of the service or maintenance agreement shall be governed by that document and may survive the expiration of this Master Agreement. 1.3 The County may, at its option and with the written agreement of the Contractor, renew the term of this Contract for additional terms up to a maximum of Five (5) additional years, (or at the County’s sole discretion, extend the contract on a month-to-month bases 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 sixty (60) calendar days prior to the expiration of the original contract term, or any additional term thereafter. 1.4 CONTRACT COMPLETION: The Contractor shall make all reasonable efforts for an orderly transition of its duties and responsibilities to another provider and/or to the County. This may include, but is not limited to the preparation of a transition plan and cooperation with the County or other providers in the transition. The transition includes the transfer of all records, and other data in the possession, custody or control of Contractor required to be provided to the County either by the terms of this agreement or as a matter of law. The provisions of this clause shall survive the expiration or termination of this agreement. 2.0 PRICE ADJUSTMENTS (applies to percentages in contract): Any requests for reasonable price adjustments must be submitted one hundred and twenty (120) calendar days prior to the Contract expiration. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. If County agrees to the adjusted price terms, County shall issue written approval of the change and provide an updated version of the Contract. The new change shall not be in effect until the date stipulated on the Contract. 3.0 PAYMENTS: 3.1 As consideration for performance of the duties described herein, County shall pay Contractor the sum(s) stated in Exhibit “A.” 3.2 Payment shall be made upon the County’s receipt of a properly completed invoice. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 3.3 INVOICES: 3.3.1 The Contractor shall submit one (1) legible copy of their detailed invoice before payment(s) will be made. Incomplete invoices will not be processed. 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 • Project/Task order name and/or number • Invoice number and date • Payment terms • Date of service or delivery • Quantity (number of days or weeks) • Contract Item number(s) • Description of Purchase (product or services) • Pricing per unit of purchase • Freight (if applicable) • Extended price • Mileage w/rate (if applicable) • Arrival and completion time (if applicable) • Total Amount Due 3.3.2 Problems regarding billing or invoicing shall be directed to the Department as listed on the Purchase Order. 3.3.3 Payment shall only 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 Web Site (http://www.maricopa.gov/922/Vendors). 3.3.4 Discounts offered in the contract shall be calculated based on the date a properly completed invoice is received by the County. 3.3.5 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. 3.3.6 If an authorized reseller is used per Exhibit H the reseller will invoice the County or Participating Public Agencies based on the approved quote. 3.4 PAYMENT RETENTION (For task order projects as negotiated by user): 3.4.1 Ten percent (10%) of monies paid for Project Management and Project Labor earned by Contractor related to work under this Contract shall be retained by County until Final Completion of the services herein described in any project Exhibit B Scope of Work. County may elect to release specific retention payments based on mutually agreed milestones, but in no case shall retention be released prior to Final Completion. All other payment terms and conditions shall not be affected by the retention. In the event of termination or cancellation of this Contract by County through no fault of Contractor, Contractor shall be entitled to the refund of any funds in the retention account. 3.4.2 After fifty percent (50%) of the work has been completed, the Maricopa County Executive Steering Committee may reduce the retainage to five percent (5%) of all monies previously earned and all monies earned thereafter. Any reduction in retainage Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F shall be in the discretion of the Maricopa County Executive Steering Committee. Any interest earned on retainage shall accrue solely to the benefit of County. 3.4.3 The Contractor shall have the right, pursuant to Arizona Revised Statues, to submit securities in lieu of retention for all work completed. The Contractor is required to request this option at least ten (10) business days prior to submission of first Application for Payment to allow time for preparation of forms. The Contractor shall request and obtain securities forms through County. The County must identify either securities option or retention option prior to first Application for Payment. 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.5.2 State and Local Transaction Privilege Taxes: To the extent any State and local transaction privilege taxes apply to sales made under the terms of this Contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or State and local laws and regulations, and any other costs including; transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation. 3.6 TAX (SERVICES): No tax shall be invoiced or paid against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes. 3.7 TAX (COMMODITIES): Tax shall not be invoiced against Contractor’s labor. It is the responsibility of the Contractor to determine any and all applicable taxes. 3.8 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. 3.9 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 4.0 AVAILABILITY OF FUNDS: 4.1 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 4.2 to County for disbursement. The County 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. 4.3 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. 5.0 DUTIES: 5.1 The Contractor shall perform all duties stated in Exhibit “B”, or as otherwise directed in writing by the issuance of a project scope of work or Purchase Order by the Procurement Officer. 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 AND CONDITIONS: 6.1 INDEMNIFICATION: To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) arising out of, or alleged to have resulted from the negligent acts and errors, or willful omissions relating to the performance of this Contract. Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, 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 of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts and errors, or willful omissions in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Notwithstanding anything to the contrary, no provision of this Agreement shall prohibit or affect Contractor’s right to seek contribution from any party responsible for the underlying claim. 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY, MYTHICS’ TOTAL LIABILITY UNDER THIS AGREEMENT, FOR ANY CAUSE OF ACTION WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY COUNTY UNDER THE APPLICABLE STATEMENT OF WORK FROM WHICH SUCH LIABILITY ARISES. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.2 INFRINGEMENT DEFENSE INDEMNIFICATION: ORACLE STANDARD TERMS AND CONDITIONS SHALL APPLY. (SEE EXHIBITS C, D AND E AND F) Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819. Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v190712 012323 6.3 SOURCE CODE ESCROW REQUIREMENT (IF APPLICABLE): Source Code Escrow. Oracle confirms that a copy of the source code necessary to support the Programs is maintained or will be placed into escrow. The source code escrow agreement was entered into by Oracle America, Inc. on behalf of all members of the Oracle group of companies (“Oracle Group”) and provides that only if the Oracle Group ceases to be in the business of supporting the Programs, the escrow agent will furnish You with a copy of the escrowed materials that have become unsupported. Any escrowed materials furnished under this provision shall be considered licensed subject to the terms of this Contract and shall be used solely to maintain the Programs. Oracle’s source code escrow agreement is private and confidential and is not available for release to You. Oracle does not deposit source code for any third party programs. Upon request from You, Oracle will register You with Oracle’s escrow agent as a beneficiary under Oracle’s source code escrow agreement. To request registration, You must email Oracle at source-code- escrow_ww@oracle.com. Thereafter, and provided that You are current on technical support for the Programs for which technical support is offered, You will be contacted on an annual basis to confirm whether You require Your registration to continue. 6.4 INSURANCE: 6.4.1 Contractor, at Contractor’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++. 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. 6.4.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 6.4.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 6.4.4 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. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.4.5 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. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 6.4.6 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. 6.4.7 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. 6.4.8 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, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 6.4.9 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 or use or maintenance of the premises under this Contract. 6.4.10 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 $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. Contractor, its contractors and its subcontractors waive all rights against Contract 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, its contractors and its subcontractors pursuant to this Contract. 6.4.11 Errors and Omissions (Professional Liability) Insurance: Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the Contractor, with limits of no less than $2,000,000 for each claim. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.4.12 Crime: Contractor shall maintain Commercial Crime Liability Insurance with a limit of not less than $500,000 for each occurrence. The policy shall include, but not be limited to, coverage for employee dishonesty, fraud, theft, or embezzlement. 6.4.13 Cyber: Policy Limit: 6.4.13.1 The policy shall be issued with minimum limits of $100,000. 6.4.13.2 The policy shall include coverage for all directors, officers, agents and employees of the Contractor. 6.4.13.3 The policy shall include coverage for third party fidelity. 6.4.13.4 The policy shall include coverage for theft. 6.4.13.5 The policy shall contain no requirement for arrest and conviction. 6.4.13.6 The policy shall cover loss outside the premises of the Named Insured. 6.4.13.7 The policy shall endorse (Blanket Endorsements are not acceptable) the Department as Loss Payee as our interest may appear. 6.4.14 Technology Errors & Omission Insurance: • Each claim $2,000,000 • Annual Aggregate $2,000,000 Such insurance shall cover any, and all errors, omissions, or negligent acts in the delivery of products, services, and/or licensed programs under this Contract. In the event that the Tech E&O insurance required by this Contract is written on a claims- made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained or an extended discovery period will be exercised for a period of two (2) years, beginning at the time work under this Contract is completed. 6.4.15 Network Security (Cyber) and Privacy Liability (IF APPLICABLE TO PROJECT): • Each Claim $2,000,000 • Annual Aggregate $2,000,000 Such insurance shall include, but not be limited to, coverage for third party claims and losses with respect to network risks (such as data breaches, unauthorized access or use, ID theft of data) and invasion of privacy regardless of the type of media involved in the loss of private information, crisis management and identity theft response costs. This should also include breach notification costs, credit remediation, and credit monitoring, defense and claims expenses, regulatory defense costs plus fines and penalties, cyber extortion, computer program and electronic data restoration expenses coverage (data asset protection), network business interruption, computer fraud coverage, and funds transfer loss. In the event that the Network Security and Privacy Liability insurance required by this Contract is written on a claims-made basis, Contractor warrants that any retroactive date under the policy shall precede the effective date of this Contract and, either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract is completed. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.4.16 County shall be a Certificate Holder: Before providing the services as defined above, Developer shall furnish County with Certificates of Insurance evidencing coverage required by this Article. The certificates shall identify County as additional insured and shall be signed by a person authorized by that insurer to bind coverage on its behalf. All obligations for occurrence coverage shall survive termination of this Agreement. Other insurance policies required hereby shall expressly provide that such policies shall not be canceled, terminated or materially altered without thirty (30) days prior written notice to County. All insurance obligations of this Article shall survive termination of this Agreement. It is understood that the County is “Self-Insured” and a Certificate of Insurance shall be provided by County upon approval of this Agreement by the Parties. 6.4.17 Certificates of Insurance: 6.4.17.1 Prior to Contract award, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements 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 identify this contract number and title. 6.4.17.2 In the event any insurance policy(ies) required by this Contract is(are) written on a claims made basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 6.4.17.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) calendar days prior to the expiration date. 6.4.18 Cancellation and Expiration Notice: Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be suspended, be canceled, or be materially changed for any reason without thirty (30) days prior written notice to Maricopa County. Contractor must provide to Maricopa County, within two (2) business days of receipt, if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to Maricopa County Office of Procurement Services and shall be mailed or hand delivered to 160 South 4th Avenue Street, Phoenix, AZ 85003, or emailed to the Procurement Officer noted in the solicitation. 6.5 BOND REQUIREMENT (IF REQUIRED FOR ANY PROJECT): 6.5.1 Concurrently with the submittal of the Contract, the Contractor shall furnish the Contracting Agency the following bonds, which shall become binding upon the award of the contract to the Contractor. 6.5.1.1 Performance Bond equal to the full Contract amount ($________or as specified) conditioned upon the faithful performance of the Contract in accordance with plans, specifications and conditions thereof. Such bond shall be solely for the protection of the Contracting Agency awarding the Contract. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.5.1.2 A Payment Bond equal to the full Contract amount ($________or as specified) solely for the protection of claimants supplying labor and materials to the Contractor or his Subcontractors in the prosecution of the work provided for in such Contract. 6.5.2 Each such bond shall include a provision allowing the prevailing party in a suit on such bond to recover as a part of his judgment such reasonable attorney’s fees as may be fixed by a judge of the court. 6.5.3 Each bond shall be executed by a surety company or companies holding a certificate of authority to transact surety business in the State of Arizona issued by the Director of the Department of Insurance. The bonds shall not be executed by an individual surety or sureties. The bonds shall be made payable and acceptable to the Contracting Agency. The bonds shall be written or countersigned by an authorized representative of the surety who is either a resident of the State of Arizona or whose principal office is maintained in this State, as by law required, and the bonds shall have attached thereto a certified copy of the Power of Attorney of the signing official. In addition, said company or companies shall be rated “Best-A” or better as required by the Contracting Agency, as currently listed in the most recent Best Key Rating Guide, published by the A.M. Best Company. 6.6 FORCE MAJEURE: APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. (SEE EXHIBITS C, D, AND E AND F). Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819. Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v190712 012323 6.7 WARRANTY (IF APPLICABLE): APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. (SEE EXHIBITS C, D, AND E AND F) Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819. Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v190712 012323 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.8 DELIVERY: 6.8.1 Delivery shall specified on each order. 6.8.2 Exceptions to delivery schedule will be special order items that shall be identified. 6.8.3 Delivery shall be F.O.B. Destination, Freight Prepaid. 6.9 EXPEDITED DELIVERY: 6.9.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County. 6.9.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs, the Using Agency shall advise the Contractor to proceed. 6.9.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file. 6.10 SHIPPING DOCUMENTS: A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 6.10.1 Contract Serial number. 6.10.2 Contractor’s name and address. 6.10.3 Using Agency name and address. 6.10.4 Using Agency purchase order number. 6.10.5 A description of product(s) shipped, including item number(s), quantity (ies), number of containers and package number(s), as applicable. 6.11 PERFORMANCE: It shall be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to correct the deficient service within 30 days after written notice. 6.12 SHIPPING CHARGES: 6.12.1 Unless expressly included in an Oracle product or service Stocking Keep Unit (SKU) all shipping charges are separately orderable SKUs. FOB: Destination. 6.12.2 Exceptions to normal shipping charges: Expedited freight will be pre-paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements. These requirements will be made in writing to the contractor. 6.13 PACKAGING/PACKING: Unless otherwise stated, commercial packages and packing, suitable for the type, size, and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.14 OPERATING MANUALS: Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department. These may be provided in hard copy or electronically. 6.15 INSTALLATION: The Contractor’s price shall include delivery and, if requested at the time of quote/bid, installation of all equipment in a complete operating condition. 6.16 ACCEPTANCE (IF APPLICABLE): 6.16.1 Perpetual Licenses – Software is made available via a web link provided by the Licensor; there is no acceptance period for perpetual licenses. 6.16.2 Engineered Systems and Hardware – Acceptance is upon delivery. 6.16.3 Cloud Services – Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services. 6.17 RETURN POLICY: All orders are non-cancellable and non-refundable. 6.18 INSPECTION OF SERVICES (IF APPLICABLE): 6.18.1 The Contractor shall provide and maintain an inspection system acceptable to County covering the services under this Contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to County during Contract performance and for as long afterwards as the Contract requires. 6.18.2 County has the right to inspect and test all services called for by the Contract, to the extent practicable at all times and places during the term of the Contract. County shall perform inspections and tests in a manner that will not unduly delay the work. 6.18.3 If any of the services do not conform to Contract requirements, County is entitled to the remedies provided hereunder the Oracle Standard Terms and Conditions. y: 6.18.3.1 With regard to services performed by Oracle: If any of the Oracle Cloud Services do not conform to Contract requirements, County is entitled to the remedies provided under Exhibit D ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. If any of the Oracle ACS Services do not conform to Contract requirements, County is entitled to the remedies provided under Exhibit E ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819. The parties agree that Oracle Technical Support Services and/or Maintenance Support Services will be provided in accordance with Oracle’s Technical Support Policies in effect at the time the services are provided. You may access the current version of the technical support policies at http://www.oracle.com/us/support/policies/index.html. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.18.3.2 With regard to professional services performed by Mythics: Mythics professional services will be performed in accordance with a quoted Statement of Work that will be incorporated in the Contractor ordering documents. County remedies shall be as stated within these Contractor ordering documents. 6.19 ORDERING AUTHORITY: Any request for purchase shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment. 6.20 NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION: This Contract does not guarantee any minimum or maximum purchases will be made. Orders will only be placed under this Contract when the County identifies a need and proper authorization and documentation have been approved. 6.21 BACKGROUND CHECK (IF REQUIRED BY PROJECT): Contractors need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the Contractor, subcontractors and employees. 6.22 SUSPENSION OF WORK: (THIS PROVISION SHALL NOT APPLY TO ORACLE CLOUD SERVICES) The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the Contract. 6.23 STOP WORK ORDER: The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of ninety (90) calendar days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either: 6.23.1 Cancel the stop work order; or 6.23.2 Terminate the work covered by the order as provided in the Default, or the Termination for Convenience clause of this Contract. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.23.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or Contract price, or otherwise, and the Contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 6.24 TERMINATION FOR CONVENIENCE: Maricopa County may terminate the Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 6.25 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this Contract in whole or in part if the Contractor fails to: 6.25.1 Deliver the supplies or to perform the services within the time specified in this Contract or any extension; 6.25.2 Make progress, so as to endanger performance of this Contract; or 6.25.3 Perform any of the other provisions of this Contract. The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within ten (10) business days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 6.26 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any 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. 6.27 CONTRACTOR LICENSE REQUIREMENT: 6.27.1 The Contractor 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 Contractor 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 Office of Procurement Services and the Department of any and all changes concerning permits, insurance or licenses. 6.27.2 Contractor furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. Contractor is not relieved of its obligation to obtain and possess the required licenses by subcontracting of the labor portion of the Contract. Contractors are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, to ascertain licensing requirements for a particular contract. Contractor shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.28 SUBCONTRACTING: 6.28.1 The Contractor may not assign to another contractor or subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Contract Number and identify the job project. 6.28.2 The subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates or the County has approved the increase. The subcontractor’s invoice shall be invoiced directly to the Prime Contractor, who in turn shall pass-through the costs to the County, without mark-up. A copy of the subcontractor’s invoice must accompany the Prime Contractor’s invoice. 6.29 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 6.30 ADDITIONS/DELETIONS OF REQUIREMENTS: The County reserves the right to add and/or delete materials and services to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials or services are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 6.31 STRICT COMPLIANCE: Acceptance by County of a performance that is not in strict compliance with the terms of the Contract shall not be deemed to be a waiver of strict compliance with respect to all other terms of the Contract. 6.32 VALIDITY: 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 the Contract. 6.33 SEVERABILITY: The removal, 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. 6.34 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 6.35 NON-DISCRIMINATION: Contractor agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona website (http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1) which is hereby incorporated into this contract as if set forth in full herein. During the performance of this Contract, Contractor shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.36 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION: 6.36.1 The undersigned (authorized official signing on behalf of the Contractor) certifies to the best of his or her knowledge and belief that the Contractor, it’s current officers and directors; 6.36.1.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from being awarded any contract or grant by any United States Department or Agency or any state, or local jurisdiction; 6.36.1.2 have not within three (3) year period preceding this Contract; 6.36.1.2.1 been convicted of fraud or any criminal offense in connection with obtaining, attempting to obtain, or as the result of performing a government entity (Federal, State or local) transaction or contract; and 6.36.1.2.2 been convicted of violation of any Federal or State antitrust statues or conviction for embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property regarding a government entity transaction or contract; 6.36.1.2.3 are not presently indicted or criminally charged by a government entity (Federal, State or local) with commission of any criminal offenses in connection with obtaining, attempting to obtain, or as the result of performing a government entity public (Federal, State or local) transaction or contract; and are not presently facing any civil charges from any governmental entity regarding obtaining, attempting to obtain, or from performing any governmental entity contract or other transaction; and have not within a three (3) year period preceding this Contract had any public transaction (Federal, State or local) terminated for cause or default. 6.36.1.3 If any of the above circumstances described in the paragraph are applicable to the entity submitting a bid for this requirement, include with your bid an explanation of the matter including any final resolution. 6.36.2 The Contractor shall include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. 6.37 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. §41-4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 6.37.1 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 (3) years, whichever is longer. I-9 forms are available for download at USCIS.GOV. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.37.2 The County retains the legal right to inspect Contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 6.37.1 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the Contract and may pursue any and all remedies allowed by law, including, but not limited to; suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 6.38 INFLUENCE: As prescribed in MC1-1203 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: 6.38.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type of valuable contribution or subsidy, 6.38.2 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. 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. ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS THE COMMUNICATION IS IN REGARDS TO PRE-EXISTING BUSINESS WITH THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION, ITS PARTICIPANTS OR ANY DOCUMENTATION PRIOR TO THE CONTRACT AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM THE EVALUATION PROCESS. 6.39 CONTRACTOR EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLERBLOWER RIGHTS: 6.39.1 The Parties agree that this Contract and employees working on this Contract will be subject to the whistleblower rights and remedies in the pilot program on Contractor employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation; 6.39.2 Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by Contractor and copies provided to County upon request. 6.39.3 Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.40 UNIFORM ADMINISTRATIVE REQUIREMENTS: By entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 6.41 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 6.41.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain (physical or digital copies of) all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy and make use of, any and all said materials. 6.41.2 If the Contractor’s books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 6.42 AUDIT DISALLOWANCES: If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or a deduction from current invoices submitted by the Contractor equal to the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 6.43 OFFSET FOR DAMAGES: In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the Contract. 6.44 CONFIDENTIAL INFORMATION: Any information obtained in the course of performing this contract may include information that is proprietary or confidential to the County. This provision establishes the Contractor’s obligation regarding such information. The Contractor shall establish and maintain procedures and controls that are adequate to assure that no information contained in its records and/or obtained from the County or from others in carrying out its functions (services) under the Contract shall be used by or disclosed by it, its agents, officers, or employees, except as required to efficiently perform duties under the Contract. The Contractor’s procedures and controls at a minimum must be the same procedures and controls it uses to protect its own proprietary or confidential information. If, at any time during the duration of the Contract, the County determines that the procedures and controls in place are not adequate, the Contractor shall institute any new and/or additional measures requested by the County within fifteen (15) business days of the written request to do so. Any requests to the Contractor for County proprietary or confidential information shall be referred to the County for review and approval, prior to any dissemination. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.45 PUBLIC RECORDS: Under Arizona law, all Contracts are public records and must be retained by the Records Manager at the Office of Procurement Services. Contracts shall be open to public inspection and copying after Contract award and execution, except for such Contracts or sections thereof determined to contain proprietary or confidential information by the Office of Procurement Services. 6.46 PRICES: Contractor will make reasonable efforts to seek approval from Oracle to extend to County under this Contract prices that are no higher than those paid by any other customer for these or similar services. 6.47 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. 6.48 RELATIONSHIPS: 6.48.1 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, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor. 6.48.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 6.49 CHANGES: In the event of a change to the distribution or reseller agreement between Contractor and Oracle, changes to the license definitions and rules and/or changes to Global Price Lists, Contractor may submit such changes as Oracle requires under Contractor’ distribution in writing to the County for review. The County shall have thirty (30) days to accept or reject those changes. In the event the County accepts the new terms and conditions, the County shall notify Contractor in writing of such acceptance and the parties will negotiate and execute an Amendment to this Contract to incorporate such changes. If Contractor and the County cannot reach agreement to the proposed changes or the County fails to respond to Contractor request within thirty (30) days of receiving notice from Contractor, Contractor may terminate this Contract. 6.50 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, Phoenix, Arizona. 6.51 ORDER OF PRECEDENCE: In the event of a conflict in the provisions of this Contract and the Oracle Standard Terms (See Exhibits C, D, and E and F) and Conditions the terms of this Contract shall prevail, except the Oracle Standard Terms and Conditions shall prevail where it pertains to the use of the Oracle products and services. 6.52 INCORPORATION OF DOCUMENTS: The following are to be attached to and made part of this Contract: 6.52.1 Exhibit A, Pricing; Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.52.2 Exhibit B, Scope of Work; 6.52.3 Exhibit C, Oracle Software Standard Terms and Conditions for Products and Services ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819; 6.52.4 Exhibit D, Oracle Cloud Services Terms and Conditions; ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818; 6.52.5 Exhibit E, Oracle Hardware Terms and Conditions ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819; 6.52.6 Exhibit F - ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v190712 012323 6.52.7 Exhibit F G, Office of Procurement Services Contractor Travel and Per Diem Policy 6.52.8 Exhibit H, Reseller Purchase and Invoice Process 6.52.9 Exhibit I – Professional Services Terms and Conditions NOTICES: All notices given pursuant to the terms of this Contract shall be addressed to: For County: Maricopa County Office of Procurement Services ATTN: Contract Administration 160 South 4th Avenue 301 W. Jefferson St., Suite 700 Phoenix, Arizona 85003 For Contractor: Mythics, Inc. LLC. ATTN: Contract Vehicle Management 4525 Main Street Suite 1500 Virginia Beach, VA 23462 Email: vehiclemgmt@mythics.com 6.53 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01: If Contractor engages in for-profit activity and has 10 or more employees, and if this agreement has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees for the duration of this agreement to not engage in, a boycott of goods or services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6.54 FORCED LABOR: 6.54.1 By submitting a bid for this solicitation and/or entering into a contract as a result of this solicitation, contractor agrees to comply with all applicable portions of Arizona Revised Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; exception; definitions. 6.54.2 Contractor certifies that it does not currently, and agrees for the duration of the contract, that it will not use: 6.54.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 6.54.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 6.54.2.3 Any contractors, subcontractors or suppliers that use the forced labor or any good or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 6.54.3 If contractor becomes aware during the term of the agreement that contractor is not in compliance with this paragraph, the contractor shall notify the County within five business days after becoming aware of the noncompliance. If the contractor fails to provide a written certification to the County that the contractor has remedied the noncompliance within 180 days after notifying the County of its noncompliance, then the agreement terminates, except that if the agreement termination date occurs before the end of the 180 days period, the agreement terminates on the agreement termination date. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT A PRICING SERIAL 180233-RFP NIGP CODE: 20655 RESPONDENT'S NAME: Mythics, Inc. LLC. COUNTY VENDOR NUMBER: VS0000003170 ADDRESS: 4525 Main Street, Suite 1500, VA Beach, VA 23462 P.O. ADDRESS: TELEPHONE NUMBER: 757-493-3010 757-226-7713 FACSIMILE NUMBER: 757-266-0013 WEB SITE: www.mythics.com CONTACT (REPRESENTATIVE): Dale Darr Anna Decker Ben Hinkel REPRESENTATIVE'S E-MAIL ADDRESS: Dedarr vehiclemgmt@mythics.com YES NO WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT [X] [ ] PAYMENT TERMS. [X] NET 30 DAYS Product Discount Support Discount 1.3.1 Perpetual License Recap MINIMUM DISCOUNTS 29% 22% 1.3.2 Engineered Systems Recap MINIMUM DISCOUNTS SEE TAB FOR DETAILED PRICING 20% 22% 1.3.3 Hardware Recap AVERAGE DISCOUNTS SEE TAB FOR DETAILED PRICING 19% 22% 1.3.4 Cloud Services Recap MINIMUM DISCOUNTS SEE TAB FOR DETAILED PRICING 30% NA 1.3.5 Professional Services Recap SEE TAB FOR PROFESSIONAL SERVICES BY TASK ORDER ONLY 1.3.6 Support Services Recap SEE TAB FOR SUPPORT SERVICES BY TASK ORDER ONLY 1.3.7 Training Recap AVERAGE DISCOUNTS SEE TAB FOR DETAILED PRICING 26% 5% Eff. 01/01/22 NA 1.3.8 Financing Recap BY TASK ORDER ONLY Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 1.3.1 Perpetual Licenses Catalog Products Insert Percentage Below Insert Percentage Below Global Price List - shown in dark grey Min. Discount for Licenses XX% First Year Maintenance Percentage based on discounted license Cost Technology Global Price List Products 29% 22% Oracle Fusion Applications Component Global Price List 29% 22% Oracle E-Business Suite Applications Global Price List Component Pricing 29% 22% Oracle Business Intelligence Applications Global Price List Component Pricing 29% 22% Peoplesoft Component Global Price List 29% 22% JD Edwards Component Global Price List 29% 22% Oracle Construction & Engineering Global Price List 29% 22% Siebel CRM Component Global Price List 29% 22% Oracle Application Integration Architecture Global Price List 29% 22% Oracle MySQL Subscriptions –*Eff. 5-1-20* 28% n/a Oracle Linux and VM Services Global Price List-*Eff. 9-20-19* 2% n/a Java SE Subscription Global Price List-*Eff. 9-20-19* Eff. 01/01/22 2% 0.5% n/a Oracle Utilities Global Price List -*Eff. 5-17-2023 2% n/a DISCOUNT END USER WITH BUDGET LESS THAN $100 MILLION (applies only to applications and excludes Siebel CRM, Professional Edition, Primavera and SaaS offerings) DISCOUNT END USER WITH BUDGET MORE THAN $100 MILLION ORACLE PRODUCTS TRANSACTION BANDS FOR PRODUCT 0-$25000 46% 29% $25000-$100,000 46% 29% $100,000-$250,000 46% 29% $250,000-$1,000,000 47% 34% $1,000,000- PLUS 48% 34% Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 1.3.2 Engineered Systems Catalog Products Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Oracle Engineered Systems Global Price List Min. Discount Eng Systems Hardware% First Year Oracle Premier Support for Systems Percentage based on discounted Hardware Cost First Year Oracle Premier Support for Operating Systems Percentage based on discounted Hardware Cost First Year Oracle Customer Data and Device Retention Percentage based on discounted Hardware Cost Min. Discount for Licenses XX% First Year SULS Percentage based on discounted license Cost Hardware 20% 12% 8% 3% Engineered Systems Software 29% 22% 1.3.3 Hardware, Servers, Storage and Networking Catalog Products Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Insert Percentage Below Global Price List - shown in dark grey Min. Discount Hardware% First Year Oracle Premier Support for Systems Percentage based on discounted Hardware Cost First Year Oracle Premier Support for Operating Systems Percentage based on discounted Hardware Cost First Year Oracle Customer Data and Device Retention Percentage based on discounted Hardware Cost Min. Discount for Licenses XX% First Year SULS Percentage based on discounted license Cost Systems Hardware and Software Global Price List Oracle Hardware Category L 22% 12% 8% 3% 29% 22% Oracle Hardware Category U 17% 12% 8% 3% 29% 22% Oracle Hardware Category V 25% 12% 8% 3% 29% 22% Oracle Hardware Category X 35% 12% 8% 3% 29% 22% Oracle Hardware Category Z (X9 and Earlier Generations) Eff. 10-01-24 10% 12% 8% 3% 29% 22% Oracle Hardware Category Z (X10 and Future Generations) Eff. 10-01-24 5% 12% 8% 3% 29% 22% Oracle Hardware Category Y 2% Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 1.3.4 Cloud Services Catalog Products Insert Percentage Below Global Price List - shown in dark grey Min. Discount for Service XX% Oracle Cloud Software as a Service (SaaS) Oracle RightNow Global Price List 30% Oracle Taleo Cloud Service Global Price List 30% Oracle Fusion Cloud Service Global Price List 30% Oracle Cloud Platform as a Service and Infrastructure as a Service (PaaS and IaaS) Oracle Cloud Platform as a Service and Infrastructure as a Service - Public Cloud Global Price List 0% Oracle Construction and Engineering Global Price List (CEGBU) (cloud eligible offerings) 2% 1.3.5 Consulting/Professional Services All Professional Services work shall be by Task Order Labor Rate(s) Labor Category Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Application Developer $ 137.89 $ 140.65 $ 143.46 $ 146.33 $ 149.26 $152.54 $155.90 $163.69 $171.88 $180.47 Associate Consultant $ 99.81 $ 101.81 $ 103.84 $ 105.92 $ 108.04 Eff. 3-22-23 $96.93 $99.06 $101.24 $106.30 $111.62 $117.20 Consulting/ Engineer $ 124.76 $ 127.26 $ 129.80 $ 132.40 $ 135.04 Eff. 3-22-23 $130.80 $133.68 $136.62 $143.45 $150.62 $158.15 Director/ Engineer $ 190.43 $ 194.24 $ 198.12 $ 202.09 $ 206.13 $210.66 $215.30 $226.06 $237.37 $249.24 Installation Engineer $ 124.76 $ 127.26 $ 129.80 $ 132.40 $ 135.04 Eff. 3-22-23 $130.80 $133.68 $136.62 $143.45 $150.62 $158.15 Managing Principal Consultant $ 190.43 $ 194.24 $ 198.12 $ 202.09 $ 206.13 $210.66 $215.30 $226.06 $237.37 $249.24 Practice Director $ 216.69 $ 221.02 $ 225.44 $ 229.95 $ 234.55 $239.71 $244.98 $257.23 $270.09 $283.60 Practice Manager $ 204.29 $ 208.38 $ 212.54 $ 216.79 $ 221.13 $225.99 $230.97 $242.52 $254.64 $267.37 Principal Consultant $ 151.03 $ 154.05 $ 157.13 $ 160.27 $ 163.48 $167.08 $170.75 $179.29 $188.25 $197.67 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Project Manager /Engineer $ 169.27 $ 172.66 $ 176.11 $ 179.63 $ 183.22 $187.25 $191.37 $200.94 $210.99 $221.54 Senior Consultant/ Engineer $ 137.89 $ 140.65 $ 143.46 $ 146.33 $ 149.26 $152.54 $155.90 $163.69 $171.88 $180.47 Senior Project Manager $ 192.61 $ 196.46 $ 200.39 $ 204.40 $ 208.49 $213.08 $217.76 $228.65 $240.09 $252.09 Sr. Application Developer $ 151.03 $ 154.05 $ 157.13 $ 160.27 $ 163.48 $167.08 $170.75 $179.29 $188.25 $197.67 Sr. Practice Director $ 229.82 $ 234.42 $ 239.10 $ 243.89 $ 248.76 $254.23 $259.83 $272.82 $286.46 $300.78 Sr. Principal Consultant $ 210.13 $ 214.33 $ 218.62 $ 222.99 $ 227.45 $232.45 $237.57 $249.45 $261.92 $275.01 Sr. Systems Engineer $ 210.13 $ 214.33 $ 218.62 $ 222.99 $ 227.45 $232.45 $237.57 $249.45 $261.92 $275.01 Staff Consultant $ 124.76 $ 127.26 $ 129.80 $ 132.40 $ 135.04 Eff. 3-22-23 $130.80 $133.68 $136.62 $143.45 $150.62 $158.15 Systems Engineer $ 190.43 $ 194.24 $ 198.12 $ 202.09 $ 206.13 $210.66 $215.30 $226.06 $237.37 $249.24 Cloud Labor Categories Effective 3-22-2023 Labor Category Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Cloud Associate Consultant $129.92 $132.78 $135.70 $142.48 $149.61 $157.09 Cloud Staff Consultant $175.32 $179.18 $183.12 $192.27 $201.89 $211.98 Cloud Senior Consultant $203.50 $207.98 $212.55 $223.18 $234.34 $246.06 Cloud Lead Consultant $224.00 $228.93 $233.96 $245.66 $257.95 $270.84 Cloud Principal Consultant I $258.30 $263.98 $269.79 $283.28 $297.44 $312.32 Cloud Principal Consultant II $324.03 $331.16 $338.44 $355.37 $373.13 $391.79 Cloud Senior Principal Consultant $360.04 $367.96 $376.06 $394.86 $414.60 $435.33 Cloud Solutions Architect $391.43 $400.04 $408.84 $429.28 $450.75 $473.29 Cloud Senior Solution Architect $413.22 $422.31 $431.60 $453.18 $475.84 $499.63 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Cloud Subject Matter Expert I $441.45 $451.16 $461.09 $484.14 $508.35 $533.77 Cloud Subject Matter Expert II $469.63 $479.96 $490.52 $515.05 $540.80 $567.84 Cloud Contracts Administrator $131.49 $134.38 $137.34 $144.21 $151.42 $158.99 Cloud Project Manager I $281.78 $287.98 $294.31 $309.03 $324.48 $340.71 Cloud Project Manager II $300.57 $307.18 $313.94 $329.64 $346.12 $363.43 Cloud Program Manager $319.34 $326.37 $333.55 $350.22 $367.73 $386.12 1.3.6 Technical Support Services and/or Maintenance Support Services Technical Support Services and/or Maintenance Support Services fees are calculated as a factor of fees paid on net new licenses and/or hardware, renewal of services thereafter are priced based on a percentage increase over prior years fees and provided in accordance with then current Technical Support Policies. Note: Oracle University offerings are governed by the Oracle University terms and conditions available at education.oracle.com and incorporated by reference. 1.3.7 Oracle Training and University Products Oracle University Training Services Customer Transaction Band E-Business License and Technical Support Discounts (Enter Discount off of list price. List price detailed at www.oracle.com/education $0 - $10,000 15% $10,001 - $25,000 18% $25,001 - $50,000 23% $50,001 - $100,000 28% $100,001 - $250,000 33% $250,001 + 38% Eff. 01/01/22 1.3.7 Oracle University Cloud Learning Subscriptions 5% off of list price 1.3.8 Financing Services All financing will be quoted by using a Task Order Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EFF. 11/01/23 1.3.9 Modernization Services Patch Management as a Service (PMaaS) *Bundle of Patch Management as a Service offerings, which includes, On Premises Patch Planning Annual Subscription, ODA Appliance Patch management Annual Subscription, Oracle DB Home Patch Management Annual Subscription, Oracle DB Instance Patch Management Annual Subscription. **Dependent upon purchase of On Premises Patch Planning Annual Subscription. *** Dependent upon purchase of Oracle Cloud Patch Planning Annual Subscription. Service Name Fixed Price (Yearly) Service Description ODA & Database Patch Management Annual Subscription* $49,876.93 Planning and execution of up to 4 patch cycles per year for 1 ODA, 1 Oracle Home, and 1 Oracle Database On Premises Patch Planning Annual Subscription $31,683.52 Planning and process for up to 4 on prem patch cycles per year ODA Appliance Patch management Annual Subscription** $12,074.92 Up to 4 patch cycles per year for 1 ODA (HW Only) Oracle DB Home Patch Management Annual Subscription** $5,396.09 Up to 4 patch cycles per year for 1 Oracle DB Home Oracle DB Instance Patch Management Annual Subscription** $722.40 Up to 4 patch cycles per year for 1 Oracle DB Instance Quarter Rack Exadata Patch Management Annual Subscription** $28,002.63 Up to 4 patch cycles per year for 1 Quarter Rack Exadata Half Rack Exadata Patch Management Annual Subscription** $45,340.23 Up to 4 patch cycles per year for 1 Half Rack Exadata Full Rack Exadata Patch Management Annual Subscription** $74,717.83 Up to 4 patch cycles per year for 1 Full Rack Exadata Oracle FMW Exadata Patch Management Annual Subscription** $13,630.31 Up to 4 patch cycles per year for 1 Oracle FMW Home Oracle Linux OS Patch Management Annual Subscription** $963.20 Up to 12 patch cycles per year for 1 Oracle Linux OS Oracle Cloud Patch Planning Annual Subscription $31,683.52 Planning and process establishment for up to 4 Oracle Cloud patch cycles per year. Oracle Cloud DBaaS VM Annual Patch Management Subscription*** $6,690.93 Up to 4 patch cycles per year for 1 OCI DBaaS Instance Oracle Cloud Compute VM (Linux) Annual Patch Subscription*** $963.20 UP to 12 Patch cycles per year for 1 OCI Compute VM (Linux) Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT B SCOPE OF WORK ORACLE PRODUCTS AND SERVICES 1.0 INTRODUCTION AND BACKGROUND 1.1 MASTER AGREEMENT Maricopa County (herein “Lead Public Agency”) on behalf of itself and all states, local governments, school districts, public higher education institutions, and other government agencies in the United States of America (herein “Participating Public Agencies”) is awarding this contract to one or more qualified suppliers to enter into a Master Agreement for a complete line of Oracle Products, Services and Solutions (herein “Products and Services”). ALL PRODUCTS OFFERED MUST BE NEW OR LIKE NEW, UNUSED, LATEST DESIGN AND TECHNOLOGY. 1.2 OBJECTIVES 1.2.1 Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Participating Public Agencies; 1.2.2 Establish the Master Agreement as a Supplier’s primary offering to Participating Public Agencies; 1.2.3 Achieve cost savings for Suppliers and Participating Public Agencies through a single competitive solicitation process that eliminates the need for multiple bids or proposals; 1.2.4 Combine the volumes of Participating Public Agencies to achieve cost effective pricing; 1.2.5 Reduce the administrative and overhead costs of Suppliers and Participating Public Agencies through state of the art ordering and delivery systems; 1.2.6 Provide Participating Public Agencies with environmentally responsible products and services. 1.3 GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES Oracle Products, Services and Solutions: Contractors are to provide the broadest possible selection of Oracle Products, Services and Solutions they offer. The intent of this contract is to provide Participating Public Agencies with products, services and solutions to meet their various needs. Therefore, the contractors should have demonstrated experience in providing the Products, Services and Solutions as defined in this Exhibit including but not limited to: 1.3.1 Perpetual Licenses – applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle. 1.3.2 Engineered Systems – integrated software and hardware systems offered by Oracle. 1.3.3 Hardware, Servers, Storage and Networking - any servers, storage and networking products offered by Oracle. 1.3.4 Cloud Services – Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle. 1.3.5 Consulting/Professional Services – Consulting and integration services relating to Oracle products and services. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 1.3.6 Technical Support Services and/or Maintenance Support Services – telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware. 1.3.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths. 1.3.8 Financing Services– Financing services for orders and solutions. 1.4 INTENT: The intent of this contract is to establish a nationwide purchasing agreement for the acquisition of Oracle products, services and solutions. The categories of descriptive examples in Section 2.12 are to provide a general, non-inclusive, description of the categories. Other governmental entities under agreement with the County may have access to products or services provided hereunder (see Sections 3.15, 3.16 and Exhibit 6, MICPA.) The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work It is expected that contractors will provide binding written Task Orders to be approved by the using agency for all products or services to be purchased under this contract. If more than one contractor is awarded a contract the members at their discretion may request Task Orders from one or more contractors and select the Task Order that’s best meets their internal interests. . 2.0 SCOPE OF WORK: 2.1 Represent, sell, and service all the Oracle Products listed below (Section 2.12); 2.2 Be able to service local governments, states, school districts, and public higher education institutions in the United States of America, and other governmental agencies and nonprofit organizations; 2.3 Have the resources to work with multiple entities at the same time; 2.4 Throughout the life of this contract, the successful Contractor shall maintain expertise, resources and capabilities to maintain an Oracle Platinum Partnership level. 2.5 Provide commercial hardware, software, services and solutions as ordered under the task order as a member of the Oracle Platinum Partner Network in good standing with all required distribution agreements; 2.6 Perform or have service delivery partners that can provide consulting, assessment, design, integration, installation and management of Services/Solutions at the task order level; 2.7 Perform a wide range of professional, technical support and engineering Services/Solutions to support the mission and objectives of Maricopa County and Participating Public Agencies as authorized buyers off this contract; 2.8 Provide maintenance support Services/Solutions 2.9 Provide project management support for each deliverable under the contract; 2.10 Provide project specific and overall contract performance reporting, as required. 2.11 Provide on-going marketing of the contract by aligning and traveling with the U.S Communities Program Managers, administrative and marketing personnel engaged in directly promoting the contract to Participating Public Agencies through agency meetings, direct mail, national publications, annual meetings and other such activities. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 2.12 PRODUCTS AND SERVICES REQUIRED: 2.12.1 Perpetual Licenses – applications, database and options, business intelligent, middleware and any other perpetual license offered by Oracle. 2.12.2 Engineered Systems – integrated software and hardware systems offered by Oracle. 2.12.3 Hardware, Servers, Storage, and Networking - any servers, storage, and networking products offered by Oracle. 2.12.4 Cloud Services – Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS) offered by Oracle. 2.12.5 Consulting/Professional Services – Consulting and integration services relating to Oracle products and services. 2.12.6 Technical Support Services and/or Maintenance Support Services – telephone technical support, premier support for systems and any other support services available from Oracle for license and hardware. 2.12.7 Oracle Training and University Products - Any related Oracle training including instructor lead classes and self-guided learning paths. 2.12.8 Financing Services– Financing services for orders and solutions. 2.13 STAFF EXPERIENCE: 2.13.1 For Maricopa County, full-time and part-time staff, proposed consultants and subcontractors who may be assigned direct work for this contract should be identified in any project Task Orders. 2.14 FACILITIES: During the course of this Contract, the County may provide the Contractor’s personnel with adequate workspace for consultants and such other related facilities as may be required by Contractor to carry out its obligation enumerated herein. 2.15 TRAINING: The Contractor shall provide a minimum of (To be determined for each Task Order) to completely train County personnel in the use and care of the equipment. 2.16 WARRANTY: APPLICABLE ORACLE STANDARD TERMS AND CONDITIONS SHALL CONTROL. Exhibit C - ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819. Exhibit D - ORACLE CLOUD SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818. Exhibit E - ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v041818 v032819. 2.17 ACCEPTANCE: 2.17.1 Perpetual Licenses – Software is made available via a web link provided by the Licensor; there is no acceptance period for perpetual licenses. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 2.17.2 Engineered Systems and Hardware – Acceptance is upon delivery. 2.17.3 Cloud Services – Cloud services are provisions via a web link provided by the cloud service provider; there is no acceptance period for cloud services. 3.0 PROCUREMENT REQUIREMENTS: 3.1 DELIVERY: 3.1.1 Delivery shall be made within 48 hours after receipt of order (ARO) or as agreed with using agency. 3.1.2 Exceptions to delivery schedule will be special order items that must be identified. 3.1.3 Maricopa County reserves the right to obtain material on the open market in the event Contractors fail to make delivery and charge any price differential to the Contractor. 3.1.4 Delivery shall be F.O.B. Destination, Freight Prepaid. 3.2 EXPEDITED DELIVERY: 3.2.1 If the Using Agency determines that rush shipping or other alternate shipping is required, it shall notify the Contractor. The Contractor shall determine any additional costs associated with such delivery terms and communicate that cost to the County. 3.2.2 The County shall not advise the Contractor to proceed with an expedited shipment until acceptable terms are agreed upon and a purchase order is issued. Upon agreeing to the additional costs, the Using Agency shall advise the Contractor to proceed. 3.2.3 Upon receipt of material(s) and invoicing, the County shall ensure that any additional charges are in compliance with and do not exceed agreed to costs. The County shall retain all documents related to these costs within the agency purchase file. 3.3 SHIPPING DOCUMENTS: A packing list or other suitable shipping document shall accompany each shipment and shall include the following: 3.3.1 Contract Serial number. 3.3.2 Contractor’s name and address. 3.3.3 Using Agency name and address. 3.3.4 Using Agency purchase order number. 3.3.5 A description of product(s) shipped, including item number(s), quantity (ies), number of containers and package number(s), as applicable. 3.4 PERFORMANCE: It shall be the Contractor’s responsibility to meet the proposed performance requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to perform and any price differential will be charged against the Contractor. 3.5 SHIPPING CHARGES: 3.5.1 Shipping costs will be borne by the Contractor. FOB: Destination. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 3.5.2 Exceptions to normal shipping charges: Expedited freight will be pre-paid by the Contractor and added to invoice if the normal shipping schedule does not meet County requirements. These requirements will be made in writing to the contractor. 3.6 PACKAGING/PACKING: Unless otherwise stated, commercial packages and packing, suitable for the type, size, and kind of product, commonly used in the industry for the purpose, so constructed as to ensure acceptance and safe delivery, at the lowest rate, to the point of delivery specified in the bid document is acceptable. 3.7 OPERATING MANUALS: Upon delivery, Contractor shall provide comprehensive operational manuals, service manuals and schematic diagrams, if required by the Department. These may be provided in hard copy or electronically. 3.8 INSTALLATION (If required): The Contractor’s price shall include delivery and installation of all equipment in a complete operating condition. 3.9 CONTRACTOR EMPLOYEE MANAGEMENT: 3.9.1 Contractor shall endeavor to maintain the personnel proposed in their proposal throughout the performance of this Contract. In the event that Contractor personnel’s employment status changes, Contractor shall provide County a list of proposed candidates with equivalent experience. Under no circumstances is it acceptable for the implementation schedule to be impacted by a personnel change on the part of the Contractor. 3.9.2 Contractor shall not reassign any key personnel without the express consent of the County. 3.9.3 County reserves the right to immediately remove from its premises any Contractor personnel it determines is a risk to County operations. 3.9.4 County reserves the right to request the replacement of Contractor personnel at any time, for any reason. Said requested removal shall not be subject to part 3.9.1 3.11.1 of this section. 3.10 TRAINING: The Contractor shall provide training services as needed, depending on the product or service purchased, to completely train County personnel in the use and care of the equipment. All training shall take place on-site at Maricopa County. 3.11 MAINTENANCE (If Required): The Contractor shall provide for maintenance under this Contract upon acceptance of materials by the Department. 3.12 USAGE REPORT: The Contractor shall furnish the County a usage report, upon request, delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 3.13 BACKGROUND CHECK: Bidders/proposers need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, subcontractors and employees and the failure to pass these checks shall deem the respondent non-responsible. 3.14 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 proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal. 3.15 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): County currently holds ICPA’s with numerous governmental entities. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. It is the responsibility of the non-County government entity to perform its own due diligence on the acceptability of the Contract under its procurement rules, processes and procedures. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT C ORACLE SOFTWARE STANDART TERMS AND CONDITIONS FOR PRODUCTS AND SERVICES: Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 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A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT C ORACLE SOFTWARE PROGRAMS AND/OR SERVICES US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v032819 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: 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5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT E ORACLE HARDWARE US COMMUNITIES SUPPLEMENTAL TERMS AND CONDITIONS v032819. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT F ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS v190712. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT F ORACLE LINUX AND ORACLE VM SERVICES SUPPLMENTAL PUBLIC SECTOR TERMS AND CONDITIONS FOR ORACLE LINUX, ORACLE VM AND VERRAZZANO SERVICES v190712 012323 Effective 03/22/2023 Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 180233 EXHIBIT F G OFFICE OF PROCUREMENT SERVICES 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): (www.gsa.gov). 2.1 Additional incidental expenses (i.e., telephone, fax, internet and copying charges) shall not be reimbursed. They should be included in the contractor’s hourly rate as an overhead charge. 2.2 The County will not (under no circumstances) reimburse for Contractor guest lodging, per diem or incidentals. 3.0 Commercial air travel shall be reimbursed as follows: 3.1 Coach airfare will be reimbursed by the County. Business class airfare may be allowed only when preapproved in writing by the County Contract Administrator as a result of the business need of the County when there is no lower fare available. 3.2 The lowest direct flight airfare rate from the Contractors assigned duty post (pre-defined at the time of contract signing) will be reimbursed. Under no circumstances will the County reimburse for airfares related to transportation to or from an alternate site. 3.3 The County will not (under no circumstances) reimburse for Contractor guest commercial air travel. 4.0 Rental vehicles may only be used if such use would result in an overall reduction in the total cost of the trip, not for the personal convenience of the traveler. Multiple vehicles for the same set of travelers for the same travel period will not be permitted without prior written approval by the County Contract Administrator. 4.1 Purchase of comprehensive and collision liability insurance shall be at the expense of the contractor. The County will not reimburse contractor if the contractor chooses to purchase this coverage. 4.2 Rental vehicles are restricted to sub-compact, compact or mid-size sedans unless a larger vehicle is necessary for cost efficiency due to the number of travelers. (NOTE: contractors shall obtain pre-approval in writing from the County Contract Administrator prior to rental of a larger vehicle.) 4.3 County will reimburse for parking expenses if free, public parking is not available within a reasonable distance of the place of County business. All opportunities must be exhausted prior to securing parking that incurs costs for the County. Opportunities to be reviewed are the DASH; shuttles, etc. that can transport the contractor to and from County buildings with minimal costs. 4.4 County will reimburse for the lowest rate, long-term uncovered (e.g. covered or enclosed parking will not be reimbursed) airport parking only if it is less expensive than shuttle service to and from the airport. 4.5 The County will not (under no circumstances) reimburse the Contractor for guest vehicle rental(s) or other any transportation costs. 5.0 Contractor is responsible for all costs not directly related to the travel except those that have been pre- approved by the County Contract Administrator. These costs include (but not limited to) the following: in- room movies, valet service, valet parking, laundry service, costs associated with storing luggage at a hotel, Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 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. 7.0 Contractor shall provide, (upon request) with their invoice(s), copies of receipts supporting travel and per diem expenses, and if applicable with a copy of the written consent issued by the Contract Administrator. No travel and per diem expenses shall be paid by County without copies of the written consent as described in this policy and copies of all receipts. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT I Mythics Professional and Modernization Services Terms and Conditions *NOTE: The terms and conditions contained herein shall only apply to any member and participating entity of the US Communities Cooperative who is procuring professional or modernization services from Mythics, LLC. Nothing in these terms shall apply to any member or participating entity who is ordering Oracle products. These terms and conditions do not apply to Maricopa County. Article I – Services 1. Statements of Work. Subject to the terms and conditions of this Agreement, Mythics shall perform the services and/or provide the deliverables specified in one or more Statements of Work that Mythics and Client may enter into from time to time during the Term (each a “Statement of Work” or “SOW”). Each Statement of Work shall specify: a. the professional services Mythics will provide to the Client under such Statement of Work (the “Services”); b. the components of the Client Systems for which Mythics will provide such Services, (Mythics- Managed Systems); c. the deliverables (if any) that Mythics will provide in connection with such Services; d. the fees and costs for Mythics’ provision of such Services; and e. such other elements as the Parties determine are necessary or advisable for purposes of the Statement of Work. 2. Binding Nature of Statements of Work. No Statement of Work shall be effective unless and until executed by both Mythics and the Client. Each fully executed Statement of Work shall be incorporated into this Agreement and subject to its terms and conditions for all purposes. Any executed Statement(s) of Work shall be numbered (or otherwise uniquely identified) and attached to this Agreement. 3. Remote Delivery. Unless otherwise provided in the applicable Statement of Work, Mythics shall provide the Services via a remote delivery model, and Mythics’ personnel will not physically be located on premises controlled by the Client or its Third-Party vendors. 4. Service Recipients. The Services to be provided by Mythics, as detailed in the applicable Statement of Work, shall be exclusively received by and for the internal use of the Client. Under limited circumstances, Affiliates of Client shall also be entitled to receive the Services, provided (i) that the applicable Statement of Work identifies the Client Affiliate(s) who will benefit from the Services; (ii) that each such Affiliate shall be bound by all obligations contained in the applicable Statement of Work, as though they were the Client; and (iii) that the Client remains fully liable and responsible for the acts or omissions of such Affiliates, to the same extent as if the Client itself had committed the act or made the omission under this Agreement. There shall be no Third-Party Beneficiaries to the terms and conditions of this Agreement, or the Services outlined in the applicable Statement of Work. 5. Non-Transferability. All Services are intended for the Client named and identified in the Statement of Work and shall not be transferred for the benefit of another Party, either in totality or in part. 6. Excluded Services. The Client is not entitled to any services or work by Mythics under this Agreement other than the Services identified in the applicable Statement of Work. By way of example and not limitation, Mythics shall not be responsible for the work outlined in the Excluded Services section of the Statement of Work, unless expressly agreed to in the applicable Statement of Work or via a fully executed and incorporated Change Order. Article II – Personnel 1. Selection or Removal of Personnel. Mythics shall control the composition of the personnel team that perform Services under this Agreement, and the Client is not entitled to select specific individuals to perform Services, or to specify that individuals within particular labor categories perform particular Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Services. Notwithstanding the previous sentence, the Client shall be entitled, for cause, to object individuals assigned to its account and, on good cause shown, Mythics shall remove such individual and assign a new team member in the removed individual’s place. 2. Non-Discrimination. Mythics shall not discriminate against any employee or applicant for employment based upon sex, race, national origin, religion, color, pregnancy, ancestry, age, marital status, veteran status, medical condition or disability, or any other legally protected basis. Mythics shall not discriminate on such bases in any terms and conditions of employment, including, but not limited to, hiring, employment, promotion, demotion or transfer, recruitment, advertising, lay-off, termination, rates of pay or other compensation, and selection for training, including apprenticeship. 3. Background Checks. Mythics complies with laws and regulations pertaining to permitted criminal and other background investigations and screening (collectively, “background screening”) and the permitted uses of the findings of such background screening. Mythics may itself conduct pre-hiring background screening with respect to certain employment positions. If the Client requires background screening of Mythics’ employees or subcontractors, for whom such requested background screening has not already been performed by Mythics, Mythics will conduct such background screening (consistent with applicable law) and the costs of such screening shall constitute Reimbursable Expenses. Mythics will provide the results of the background screening to Client, if requested and if permitted by applicable law. Mythics will not include on the Client’s account individuals who have not passed background screening requirements appropriate for the position at issue. 4. Drug Screening. Mythics’ personnel are all subject to Drug Screening at the time of hire and/or as may be required to enforce its Drug Free Workplace policy. Mythics adheres to the then current standards for Department of Transportation drug testing. Should additional drug screening be required as part of the Statement of Work, Client shall provide such requirements to Mythics prior to the execution of the Statement of Work and Client shall be responsible for the costs associated with any additional drug screenings. 5. Non-Solicitation. To the fullest extent permitted by law, it is expressly agreed that neither Party will directly solicit, hire, consult, or otherwise contract with any employee(s) of the other Party who are associated with the investigation / marketing efforts and subsequent proposals, and/or contract/subcontract efforts called for under this Agreement during the course of this Agreement and for a period of one (1) year thereafter without prior written consent of the other Party. This shall not prohibit one Party from hiring any employee of the other Party who responds to (i) routine employment solicitations, or open house or job fair events, (ii) widely distributed announcements of job openings or (iii) an employee search firm acting on such party’s behalf, so long as the party did not direct or encourage such firm to solicit employees of the other party. 6. Subcontractors. Mythics may utilize subcontractors in the performance of Services. Any subcontractors will be bound by confidentiality obligations no less restrictive than those contained herein. Mythics shall remain responsible for the performance of the Services under the applicable Statement of Work, as well as any subcontractors performing the Services on Mythics’ behalf. Article III – Compensation 1. Fees. The Client shall pay to Mythics the fees specified in each Statement of work (collectively, “Fees”). 2. Invoices. Unless otherwise specified in a Statement of Work, Mythics shall submit invoices for Fees on a monthly basis, and each invoice shall include the applicable Statement of Work number, the nature of the Services provided, and the period of covered by the invoice. Invoices for Hourly Fees shall include time sheets specifying daily hours for each week, and Mythics shall associate invoiced hours with the tasks specified in the applicable Statement of Work. 3. Payment Terms. Unless otherwise specified in a Statement of Work, all payments from Client to Mythics are due in full within thirty (30) days after receipt of a valid invoice. If Client wishes to dispute any invoice or portion of any invoice, the Client must notify Mythics in writing within thirty (30) calendar days of receipt of Mythics’ invoice, and the written notice must contain (i) the amount disputed, and (ii) sufficient explanation as to the reason for disputing the invoice, such as to allow Mythics to provide a response to the dispute or to correct any issues in a timely fashion. The Parties shall negotiate in good faith to resolve any disputed invoices or portions thereof in an expeditious manner. Any portion of an invoice that is not disputed shall be paid in full in accordance with the terms herein. If any portion of a bill has not been paid, except for items disputed by the Client, within the sixty (60) day period, interest at the rate of 6% per Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F annum, compounded monthly, of all owed amounts, shall automatically be added to the amount owed. If any balance remains outstanding seventy- five (75) days following the date of the invoice, Mythics may terminate this Agreement or any portion thereof. Termination of this Agreement or any portion thereof pursuant to this provision shall not release Client from any of its obligations hereunder. If it becomes necessary for Mythics to pursue any debts owed, Mythics shall be entitled to the recovery of any costs related to collections efforts on any outstanding debts; including, but not limited to, collections fees, legal costs, reasonable attorney’s fees, court costs, and any costs associated with enforcing a judgement. Client shall confirm via telephone conversation with the appropriate accounts receivable point of contact any changes to routing, banking or other payment-related information. Client shall be solely responsible for ensuring all payments are received by Mythics as required herein. All payment or invoice inquiries should be directed to the following points of contact: Mythics, Inc. Accounts Receivable 4525 Main Street, Suite 1500 Virginia Beach, Virginia 23462 Attn: Accounts Receivable Telephone: 757-412-4362 Facsimile: 757-963-6198 Email: Invoicingteam@mythics.com Client Name Accounts Payable Street Address City, State ZIP Attn: Telephone: Facsimile: Email: Article IV – Confidentiality, Indemnity and Limitation of Liability 1. Confidentiality. In performing consulting services under this Agreement, Mythics may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the Client. Mythics agrees that Mythics will not, and Mythics’ employees, agents or representatives will not, use, directly or indirectly, such Confidential Information for the benefit of any person, entity or organization other than the Client, or disclose such Confidential Information without the written authorization of the President of the Client, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information. “Confidential Information” means information, not generally known, and proprietary to the Client or to a third party for whom the Client is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Client, any vendor names, client and supplier lists, databases, management systems and sales and marketing plans of the Client, any confidential secret development or research work of the Client, or any other confidential information or proprietary aspects of the business of the Client. All information which Mythics acquires or becomes acquainted with during the period of this Agreement, whether developed by Mythics or by others, which Mythics has a reasonable basis to believe to be Confidential Information, or which is treated by the Client as being Confidential Information, shall be presumed to be Confidential Information. 2. Indemnification. Mythics covenants to fully indemnify, save and hold harmless Client, its officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims, demands and actions brought by a third party of any kind on account of 1) personal injuries (including, without limiting the foregoing, workers' compensation and death claims), or 2) property loss or damage of any kind, which arise out of or are in any manner connected with, or are claimed to arise out of or be in any manner connected with services or products provided by Mythics under this agreement which may be attributed to negligence or willful misconduct by Mythics. In the event an indemnifiable event arises, the Indemnitee shall do the following: Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F a. Notifies Mythics promptly in writing, as soon as practicable, but not later than 30 days after the Indemnitee receives notice the claim, (or sooner if required by applicable law); b. gives the Mythics sole control of the defense and any settlement negotiations; and c. gives the Mythics the information, authority, and assistance the Provider needs to defend against or settle the claim. If the aforementioned requirements are not met, and such action or inaction on the part of the Indemnitee unreasonably hinders or harms Mythics’ ability to adequately defend against such claims, Mythics shall be alleviated from its indemnification obligations and the Indemnitee(s) shall have waived there right to seek such Indemnification. Client may, at any time and for any reason, elect to retain counsel and participate in the defense at its own expense. 3. Intellectual Property Indemnification. If a third party makes a claim against you (“Recipient”), that any information, design, specification, instruction, software, data, or material (“Material”) furnished by Mythics (“Provider”), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider if the Recipient does the following: a. Notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice the claim, (or sooner if required by applicable law); b. gives the Provider sole control of the defense and any settlement negotiations; and c. gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim. If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any fees the Recipient may have paid to the other party for it and any unused, prepaid technical support fees you have paid for the license. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider's user documentation or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Provider. Mythics will not indemnify you to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Mythics. Mythics will not indemnify you for infringement caused by your actions against any third party if the program(s) as delivered to you and used in accordance with the terms of this agreement would not otherwise infringe any third-party intellectual property rights. Mythics will not indemnify you for any claim that is based on: (1) a patent that you were made aware of prior to the effective date of this agreement (pursuant to a claim, demand or notice); or (2) your actions prior to the effective date of this agreement. This section provides the parties' exclusive remedy for any infringement claims or damages. 4. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, DATA, USE, OR SAVINGS) INCURRED BY EITHER PARTY, OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A VIOLATION OF THE CONFIDENTIAL INFORMATION SECTION BELOW, MYTHICS’ TOTAL LIABILITY UNDER THIS AGREEMENT, FOR ANY CAUSE OF ACTION WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT UNDER THE APPLICABLE STATEMENT OF WORK FROM WHICH SUCH LIABILITY ARISES. Article V – Representations and Warranty 1. Representations. Mythics hereby represents it is a business appropriately registered and in good standing in the applicable jurisdiction and has not been disbarred, recommended for disbarment or otherwise subject to any disciplinary action that would prevent Mythics from fulfilling its obligations under this Agreement. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Mythics has also not previously assumed any obligation(s) inconsistent with those undertaken by Mythics pursuant to this Agreement. 2. Warranty. In rendering services under this Agreement, Mythics’ work shall be performed in a good and workmanlike manner by fully qualified personnel, in conformance with the applicable Statement of Work, and in accordance with generally accepted industry standards. Any deliverables shall conform in material respect to the applicable Statement of Work, and deliverables shall not knowingly contain viruses, worms, trojan horses, or other destructive or malicious devices or codes. Mythics shall not use time, materials, or equipment of the Client without the prior written consent of the Client. For the avoidance of doubt, a fully executed Statement of Work shall constitute the necessary consent of the client to use time, materials or equipment of the Client in accordance with the applicable Statement of Work. THIS WARRANTY IS EXCLUSIVE AND MYTHICS MAKES NO WARRANTIES (AND EXPRESSLY DISCLAIM ANY AND ALL SUCH WARRANTIES), WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. FOR ANY BREACH OF THE WARRANTY, CLIENT’S EXCLUSIVE REMEDY, AND MYTHICS ENTIRE LIABILITY, SHALL BE THE RE-PERFORMANCE OF THE DEFICIENT SERVICES, OR IF MYTHICS CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE RELEVANT SERVICES AND RECOVER THE FEES PAID TO MYTHICS FOR THE DEFICIENT SERVICES. Article VI – Performance Conditions 1. Client Obligations. In order to deliver the Services in accordance with the applicable Statement of Work, Mythics necessarily relies on the client for full and timely cooperation, support and information. As such, this section sets forth the Client’s obligations in that regard. Additional obligations may be identified in the applicable Statement of Work, if deemed necessary or appropriate by Mythics. Any failure by Client to fulfill the obligations set forth in this provision may result in the need for a Change Order, due to increased cost or time necessary to perform the Services in the applicable Statement of Work, or as provided for in the terms of this Agreement, termination of the Services. a. Client shall be responsible for the cost of obtaining any necessary background checks or clearances for Mythics personnel. b. Client shall provide Mythics access to the business, client, and technical information and facilities necessary to perform its contractual obligations. c. Client shall be responsible for coordinating with other organizations, contractors, and/or Third- Party Vendors to obtain any necessary information in a commercially reasonable time in order to prevent delays in Mythics’ performance. d. Client shall ensure appropriate personnel are available in a timely manner to meet with Mythics, as necessary, to allow Services to be performed in accordance with the applicable Statement of Work or to address any matters of concern. e. Unless otherwise addressed in the Statement of Work, Client shall ensure that all relevant in scope Client Systems are up to date with patching and are on the most recent patching cycle at the time of project commencement. f. Client shall allow Mythics to install and have full access to the Client Systems’ tools necessary for fulfillment of the Services. g. Client shall provide Mythics with the IT resources necessary to install, configure, and run the automation tools necessary to perform the Services. h. Client shall provide Mythics with detailed and current change management policies and procedures, in a commercially reasonable amount of time prior to the commencement of any Services, to allow for full review and compliance. i. Client shall be responsible for all negotiations with hardware, software, or other vendors, or any other contractual relationship between the Client and Third Parties. Mythics, at the request of Client, may provide suggestions regarding optimal product or vendor selection. j. Client shall, during the term of this agreement, be responsible for Client IT infrastructure, including its physical hardware, network connectivity, and on-premises and cloud based Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F environments, and shall ensure that equipment within the Client IT infrastructure (i) originates from an authorized source, and is not counterfeit or otherwise adulterated; (ii) is supported by the Third Party vendor of such equipment; (iii) is stored and maintained in an appropriate physical location that meets such vendor’s guidelines; and (iv) remains free from environmental influences and conditions that may hinder or impair performance. k. Client shall, during the term of this Agreement, ensure that Client Software (i) originates from an authorized source and is not counterfeit or otherwise adulterated; (ii) is properly licensed or the subject of a current subscription agreement; and (iii) remains supported by its vendor and has not been deprecated. l. Client shall ensure that the Client Systems are protected by information security controls consistent with good practice and applicable law, including (i) a licensed, up to date and vendor supported (a) server based antivirus solution that covers servers, desktops, notebooks/laptops, email and all other relevant components of the Client Systems; (b) server based backup solution that can be monitored and that will send notifications on job failures and successes; and (c) hardware firewall between the Client’s internal network and the Internet; (ii) secure encryption of wireless data traffic in the Client environment; and (iii) other requisite physical, technical and administrative controls. m. Client shall, in accordance with good practice, maintain requisite Client IT Services other than those provided by Mythics in connection with the Services detailed in the Statement of Work. n. Unless otherwise provided for in the applicable Statement of Work, Client shall be responsible for testing and installing necessary updates (and upgrades) to the Client Systems in accordance with good practice. o. Client shall be solely responsible for the content of all data and information the Client, or its Third-Party vendors, post to the Client Systems. p. Client shall bear the costs associated with the fulfillment of its responsibilities under this section, unless otherwise provided for in the applicable Statement of Work. q. Client shall be responsible for obtaining and maintaining the necessary insurance policies to cover all its Client owned hardware, software and systems, Property, Personnel and Premises, and any Third Party owned equipment contractually requiring such coverage. r. Client shall ensure that it complies with the requirements and restrictions set forth in the Portal Use and Conditions section in this Agreement. 2. Change Orders. The Parties recognize that various factors may warrant a request by a Party for a proposed change in the nature or scope the Services or in the nature or components of the Client Systems (each such requested change, a “Proposed Change Order”). Client shall be entitled, at any time and in its discretion, to request a Proposed Change Order with respect to the then-current Services and/or the then-current Client Systems. Upon receipt of a request for a Proposed Change Order, Mythics shall promptly prepare and present a Proposed Change Order to the Client that will include the proposed amount of any necessary increase (or decrease) in the cost of performance resulting from the requested change; and any other material impacts on its performance under the applicable Statement of Work. Mythics shall be entitled to submit, as may be necessary or desirable, Proposed Change Orders to address a failure by the Client to meet its obligations as outlined in this Agreement or in the applicable Statement of work; inaccuracies in an Initial Systems-Identification; or other good and sufficient cause. In its Proposed Change Order, Mythics shall identify the reasons for its proposal, and the Fees associated with the change in Services or Client Systems. Promptly upon submission of a Proposed Change Order, the Parties shall meet to negotiate in good faith a resolution to the issues presented in the Proposed Change Order, including equitable adjustments (either increases or decreases) in applicable Fees. Upon mutual acceptance of a Proposed Change Order (as submitted or as may be revised during the good faith negotiations), the Parties shall execute a formal change order reflecting the subject matter and conditions of their negotiations (each a “Change Order”) and attach it to the applicable Statement of Work. Upon execution, the services specified in the Change Order shall be deemed to be “Services” under the applicable Statement of Work. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F A failure to agree upon a Proposed Change Order submitted by the Client shall relieve Mythics from proceeding in performance of the Client's Proposed Change Order. A failure to agree upon a Proposed Change Order submitted by Mythics, or on a modification required by a Change in Law, shall, upon good cause shown, relieve Mythics from continuing to provide the affected Service; provided any associated Fees are equitably reduced to account for the reduction in Services, and Mythics shall reflect such reduction in subsequent invoices for the affected Service. 3. Stop Work Orders. Client may, at any time, by delivery of a written Stop Work Order to Mythics, require Mythics to stop any or all of the Work, for thirty (30) calendar days after the Stop Work Order is delivered to Mythics, and for any further period to which the parties may agree. Upon receipt of the Stop Work Order, Mythics will immediately comply with its terms and take reasonable steps to minimize the costs incurred to Client during the applicable Stop Work period. Within thirty (30) calendar days after a Stop Work Order is delivered to Mythics, or within any mutually agreed extension of that period, Client will either cancel the Stop Work Order or terminate the Work, as provided in the Termination clause herein. If a Stop Work Order is cancelled, or the period of the Stop Work Order or any extension thereof expires, Mythics will resume Work. Upon resumption of work, Mythics shall not be required to assign the same personnel to the project. Additionally, Client shall make an equitable adjustment in the delivery schedule, the Contract Amount, or both, if a. the Stop Work Order increased Mythics’ costs or the time required for performance; and b. Mythics asserts its right to an equitable adjustment within thirty (30) calendar days after the end of the applicable Stop Work period. If a Stop Work Order is not cancelled and the Work covered by the Stop Work Order is terminated other than for cause, Client shall allow Mythics to invoice for reasonable costs resulting from the Stop Work Order. 4. Deliverables. If applicable, Mythics shall prepare and provide to Client the reports, documentation, system configurations, root cause analyses, and other materials and/or information as identified in the applicable Statement of Work for delivery by Mythics to the Client (each a “Deliverable”). For the sake of clarity, any Statement of Work billed on a Time and Materials (“T&M”) basis, shall not include any Deliverables unless expressly identified and agreed to in the applicable Statement of Work. a. Form of Deliverables. Deliverables will be provided in English, formatted per Mythics’ guidelines, substantially free of errors, and at a level of detail that is good and sufficient for a person with technical proficiency in the target technology. b. Acceptance of Deliverables. For a period of ten (10) business days after delivery, or such longer period as may be provided under the applicable Statement of Work (the “Evaluation Period”), the Client shall be entitled to review and test a Deliverable to determine whether it complies with such Statement of Work (the “Acceptance Criteria”). If the Deliverable meets the Acceptance Criteria in material respects, the Client shall accept the Deliverable and notify Mythics accordingly. If Client does not provide a response to Mythics’ by the end of the Evaluation Period, the deliverable shall be deemed accepted. If the Deliverable does not comply with Acceptance Criteria in material respects, the Client shall notify Mythics during the Evaluation Period, and provide information and assistance to demonstrate the non-compliance. Mythics shall then remedy the non-compliance, at no additional charge. If the Client does not so notify Mythics during the Evaluation Period of the non-conformance, the Deliverable shall be deemed accepted. 5. Intellectual Property Rights. a. To Client. Subject to the terms and conditions of this Agreement, Mythics hereby grants to Client, under Mythics’ Intellectual Property Rights and during and after the Term, a non-exclusive, sublicensable, transferable, irrevocable, perpetual, paid-up, worldwide right and license to copy, distribute, modify, perform, use, and otherwise exploit any Deliverables. b. To Mythics. Subject to the terms and conditions of this Agreement, Client hereby grants to Mythics, during the Term only, a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Client Data and Mythics-Managed Systems, solely for the purpose of fulfilling its obligations to the Client under this Agreement, and for no other purpose. c. Ownership Rights. Except for the rights expressly granted under this Article, each Party retains sole ownership and control of its intellectual property rights, including, without limitation, to any proprietary software or methodologies. To the extent the Client provides Mythics feedback, enhancement requests, recommendations, or other information that is generally applicable to managed services, Mythics shall have a paid-up license during and after the Term to use such information in connection with its managed services. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 6. Portal Use and Conditions. If the Services outlined in the applicable Statement of Work require the Client to use Mythics’ Managed Services Portal, the Client shall comply with this provision. The Managed Services Portal (also referred to as the “Client Portal”, “CMP software” or “software”), is a proprietary technology (patent pending) leveraged in the provision of the Services and is provided to customer on an “AS IS” basis. Mythics grants to Client a non-exclusive, non-sublicensable, non-transferable, limited license to use the software. Mythics shall retain all rights to the software. By utilizing the software, Client agrees that it will not engage in, or allow any party to engage in, any reverse engineering or reconfiguration of the software. Additionally, Client agrees that it will only use the software for its intended purpose and any violation of this provision shall constitute a material breach of Client’s obligations under this Agreement and may result in Mythics disabling Client’s access to the software and/or termination of this Agreement in whole or in part. As the software is being offered on an “AS IS” basis, Mythics makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose. 7. Insurance. Shall be in compliance with those set forth in the requirements of the master US Communities agreement between Mythics and Maricopa County. Article VII - Term and Termination 1. Term. The term for any Services performed shall be defined in the applicable Statement of Work. 2. Termination for Non-Appropriations. In the event no funds are appropriated for this Agreement, or any Statement(s) of Work issued pursuant to this Agreement, upon providing written notice to Mythics, Client shall have the right in the applicable fiscal year to terminate this Agreement or the Statement(s) of Work impacted by the lack of appropriated funds without penalties of any sort. 3. Termination for Cause. In the event that a Party is in material breach of any obligation under this Agreement, the non-breaching Party may terminate this Agreement for cause after first: a. providing the breaching Party with written notice of the breach (a “Notice of Breach”) and b. providing thereafter a thirty (30) business day opportunity to cure beginning on the date of receipt by the alleged breaching Party or Parties of the Notice of Breach, provided that if the breaching Party has commenced a cure of the material breach during such cure period and is diligently pursuing such cure, then the breaching Party shall have an additional thirty (30) business days to complete such cure. The Parties may mutually agree to extend the cure period beyond the additional thirty (30) business days. If the breaching Party does not render a cure within the applicable cure period, or within a mutually agreed upon extended period of time, this Agreement shall be deemed terminated as of the expiration of such applicable cure period. 4. Termination of Individual Statement(s) of Work. Where a non-breaching Party has the right to terminate this Agreement due to a material breach of a Statement of Work, it may in its discretion terminate this Agreement or the Statement of Work affected by the material breach. Any Statement(s) of Work that are not terminated shall continue in full force and effect under this Agreement. 5. Termination for Insolvency. To the extent permitted by law, in the event a Party shall make an assignment for the benefit of creditors or shall have a petition in bankruptcy filed for or against it that is not dismissed within sixty (60) calendar days, the other Party shall have the right to immediately terminate this Agreement. 6. Termination by Mutual Agreement. The Parties may, at any time, agree in writing to terminate this Agreement or any Statement(s) of Work issued pursuant to this Agreement. 7. Termination for Convenience. Mythics may, at any time and upon providing thirty (30) business days written notice to Client, terminate this Agreement without cause. 8. Effect of Termination. a. Cessation of Services and Access. Upon expiration or termination of this Agreement (subject to the partial termination process set under the subsection titled, Termination of Individual Statement(s) of Work)): i. Mythics shall cease providing the Services; Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F ii. Mythics shall disable Client’s access to any Client Portals; iii. the Client shall disable Mythics’ access to any other Client Systems and Mythics shall not exercise or seek to exercise access privileges to such Client Systems; and iv. each Party shall return the other Party’s Confidential Information or certify in writing to its destruction. b. Return of Equipment. Within 30 days of the expiration or termination of this Agreement, Mythics will return to Client the materials, supplies, equipment, and other items provided or paid for by Client (if any), to the extent not yet fully consumed by Mythics in the performance of the Services. 9. Unpaid Fees Upon Termination. Termination of this Agreement for any reason shall not excuse the Client’s obligation to pay in full any and all undisputed amounts that have accrued, nor shall termination by Mythics’ result in a refund of Fees paid. Article VIII – General 1. Headings. All headings, titles, subtitles utilized herein are for reference purposes only. 2. Notice(s). All notices, requests, consents, and other communications hereunder (a “Communication”) shall be in writing and shall be deemed to have been given: a. If mailed, on the date of receipt of such Communication when sent via first class United States registered mail, return receipt requested, postage prepaid to the address listed below for the Party to whom the Communication is being sent (the “Notice Party”); b. If hand delivered or delivered by courier, upon actual delivery of such Communication to the Notice Party at the address listed below for such Notice Party; or c. If sent by electronic mail or other electronic means, on the first business day after the date of the sender’s receipt of a confirmed transmission of such Communication to the Notice Party at the electronic mail address, if any, listed below for such Notice Party provided the party giving such Communication mails a copy of such Communication within two days after the electronic transmission of such Communication by facsimile to the Notice Party. The addresses, electronic mail address (email), and facsimile numbers for each party to this Agreement, as of the date of this Agreement, are: If to Client: Client Name Address City, State ZIP Attn: Telephone: Facsimile: Email: If to Mythics: Mythics, Inc. 4525 Main Street, Suite 1500 Virginia Beach, VA 23462 Attn: Contracts Telephone: 757-412-4362 Facsimile: 757-412-1060 Email: consultingcontracts@mythics.com 3. Modification. No modification, termination or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced. 4. Waiver of Breach. The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach. 5. Order of Precedence. In the event of any inconsistencies or conflicts between the terms and conditions herein and other contract documents, the following order or precedence shall be used to determine the which terms will supersede: Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F a. The applicable Statement of Work and any fully executed and incorporated Change Orders. b. The terms in this Exhibit I (as may be amended or modified). c. The terms and conditions of the US Communities Contract. d. Any other contract documents. 6. Compliance with the Law. The Parties hereby covenant to comply with all applicable federal, state and local laws and regulations for the duration of this Agreement. 7. Disputes. Disputes under this agreement shall be referred to the appropriate Client president, or their designee, and Mythics’ president, or their designee, thirty (30) days before either party may commence formal proceedings; provided however, that this provision shall not restrain either party from seeking injunctive or equitable relief. When seeking to resolve a dispute, the party’s designated executives shall consider the types and impacts of the disputed matters, the effect of the dispute on the Program and Client’s success as awardee, the cost to both parties of resolving the dispute and the practical effects on the business of each party resulting from the resolution or failure to resolve any such dispute. In the event that the designated executives are unable to resolve a dispute in the required time or longer, if extended by the mutual agreement of the parties, either party may then submit the matter for formal proceedings which may include litigation or alternate dispute resolution. In the event litigation is necessary to enforce any provision of or resolve any dispute arising out of this Agreement, the Parties agree that any proceeding relating to or arising from the Agreement shall be heard and litigated exclusively in a state or federal court, having appropriate jurisdiction over such matters, located in the Client’s state of incorporation or business operations. Each party hereto consents to the personal jurisdiction in any such action brought in any such court, consents to service of process by registered mail upon each party’s designated legal counsel and waives any objection to venue in any such courts and any claim that any such court is an inconvenient forum. During this process, each party will continue performing its obligations under this Agreement. 8. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Client’s state of incorporation or business operations without giving effect to such State’s principles of conflicts of laws and the laws of the United States of America. 9. Partial Invalidity. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein. 10. Changes in Law. In the event that Mythics is wholly or partially prevented from or hindered in providing one or more Services by a change in applicable law (or changes in the interpretation or enforcement thereof by a governmental authority with requisite jurisdiction) (each a “Change in Law”), then Mythics shall not be obligated to deliver the affected Services; and the Parties shall treat the Change in Law as a Proposed Change Order and proceed in accordance with the requirements for Change Orders contained herein. 11. Force Majeure. Neither Party shall be liable to the other for any loss, claim or damage as a result of any delay or failure in the performance of any obligation hereunder, directly or indirectly caused by or resulting from: acts of the government; acts of God; acts of third persons; strikes, embargoes, delays in the mail, transportation and delivery; power failures and shortages; fires; floods; epidemics, pandemics and unusually severe weather conditions; or other causes which do not result from the fault or negligence of such Party. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F MYTHICS, INC. LLC., 4525 MAIN STREET, SUITE1500, VIRGINIA BEACH, VA 23462 PRICING SHEET: NIGP CODE 20655 Terms: NET 30 Vendor Number: VS0000003170 Certificates of Insurance Required Contract Period: To cover the period ending November 30, 2023 2028. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT C City’s Insurance and Indemnity Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Exhibit C Insurance and Indemnity INDEMNIFICATION To the furthest extent allowed by law, VENDOR shall indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by CITY, VENDOR or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees, litigation expenses and cost to enforce this agreement), arising or alleged to have arisen directly or indirectly out of performance of this Contract. VENDOR'S obligations under the preceding sentence shall apply regardless of whether CITY or any of its officers, officials, employees, agents or volunteers are passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused by the active or sole negligence, or the willful misconduct, of CITY or any of its officers, officials, employees, agents or volunteers. If VENDOR should subcontract all or any portion of the work to be performed under this Contract, VENDOR shall require each subcontractor to indemnify, hold harmless and defend CITY and each of its officers, officials, employees, agents and volunteers in accordance with the terms of the preceding paragraph. This section shall survive termination or expiration of this Contract. INSURANCE REQUIREMENTS (a) Throughout the life of this Agreement, VENDOR shall pay for and maintain in full force and effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California Insurance Commissioner to do business in the State of California and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated herein shall maintain limits of liability of not less than those amounts stated therein. However, the insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance proceeds to the named insured. (b) If at any time during the life of the Agreement or any extension, VENDOR or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately, and all payments due or that become due to VENDOR shall be withheld until notice is received by CITY that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to CITY. Any failure to maintain the required insurance shall be sufficient cause for CITY to terminate this Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Agreement. No action taken by CITY pursuant to this section shall in any way relieve VENDOR of its responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by CITY that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by VENDOR shall not be deemed to release or diminish the liability of VENDOR, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify CITY shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by VENDOR. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of VENDOR, vendors, suppliers, invitees, contractors, sub-contractors, subcontractors, or anyone employed directly or indirectly by any of them. Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non-owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non- owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. 4. Technology Liability (Errors and Omissions) insurance appropriate to VENDOR’S profession. Coverage shall be sufficiently broad to respond to duties and obligations as is undertaken by VENDOR in this agreement and shall include but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines penalties and credit monitoring expenses with limits sufficient to respond to these obligations. 5. Cyber Liability (Privacy and Data breach) insurance appropriate to VENDOR’S profession. MINIMUM LIMITS OF INSURANCE VENDOR shall procure and maintain for the duration of the contract, and for 5 years thereafter, insurance with limits of liability not less than those set forth below. However, insurance limits available to CITY, its officers, officials, employees, agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: 1. COMMERCIAL GENERAL LIABILITY (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate applying separately to the work performed under the Agreement. 2. COMMERCIAL AUTOMOBILE LIABILITY $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation Insurance as required by the State of California with statutory limits and EMPLOYER’S LIABILITY with limits of liability not less than: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F 4.TECHNOLOGY PROFESSIONAL LIABILITY : (i)$1,000,000 per claim/occurrence; and, (ii)$2,000,000 policy aggregate. 5.CYBER LIABILITY insurance with limits of not less than: (i)$2,000,000 per claim/occurrence; and, (ii)$4,000,000 policy aggregate UMBRELLA OR EXCESS INSURANCE In the event VENDOR purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non- contributory basis for the benefit of the CITY, its officers, officials, employees, agents and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS VENDOR shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and VENDOR shall also be responsible for payment of any self-insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS (i)All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written notice has been given to CITY, except ten (10) days for nonpayment of premium. VENDOR is also responsible for providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, VENDOR shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for CITY, VENDOR shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15) calendar days prior to the expiration date of the expiring policy. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F (ii)The Commercial General and Automobile Liability insurance policies shall be written on an occurrence form. (iii)The Commercial General and Automobile Liability insurance policies shall be endorsed to name City, its officers, officials, agents, employees and volunteers as an additional insured all ongoing and completed operations. Additional Insured endorsements under the General Liability policy must be as broad as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20 37. (iv)The Commercial General and Automobile Liability insurance shall contain, or be endorsed to contain, that VENDOR’S insurance shall be primary to and require no contribution from the City. Primary and Non Contributory language under the General Liability policy must be as broad as that contained in ISO Form CG 20 01 04 13. These coverages shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents and volunteers. (v)Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. (vi)All insurance policies required herein shall contain, or be endorsed to contain, a waiver of subrogation as to CITY, its officers, officials, agents, employees and volunteers. The Cyber and Technology Professional Liability insurance shall cover claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information (including credit monitoring costs), alteration of electronic information, extortion and network security. Such coverage is required for claims involving any professional services for which VENDOR is engaged with the City for such length of time as necessary to cover any and all claims If the Technology Professional and Cyber Liability insurance policies) are written on a claims-made form: 1.The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by VENDOR. 2.Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five (5) year discovery period. 3.If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement or Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F the commencement of work by VENDOR, VENDOR must purchase “extended reporting” coverage for a minimum of five (5) years completion of the Agreement work or termination of the Agreement, whichever occurs first. 4.A copy of the claims reporting requirements must be submitted to CITY for review. 5.These requirements shall survive expiration or termination of the Agreement. Should any of these policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. PROVIDING OF DOCUMENTS VENDOR shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage required herein. All certificates and applicable endorsements are to be received and approved by the CITY’S Risk Manager or his/her designee prior to CITY’S execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of CITY, VENDOR shall immediately furnish CITY with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. All subcontractors working under the direction of VENDOR shall also be required to provide all documents noted herein. SUBCONTRACTORS If VENDOR subcontracts any or all of the services to be performed under this Agreement, VENDOR shall require, at the discretion of the CITY Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the City to provide required indemnification and insurance protection. Any required Side Agreement(s) and associated insurance documents for the subcontractor must be reviewed and preapproved by CITY Risk Manager or designee. If no Side Agreement is required, VENDOR will be solely responsible for ensuring that it’s subcontractors maintain insurance coverage at levels no less than those required by applicable law and is customary in the relevant industry. Docusign Envelope ID: 5A8FD82A-6C6B-45D7-82FF-A32F616CA3F4Docusign Envelope ID: 5031C352-49CF-4356-91E5-BB3EA9344209Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F EXHIBIT D Statement of Work Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F PEOPLESOFT HCM 9.2 MODERNIZATION PROGRAM AND SUSTAINMENT TO OCI #84208 City of Fresno October 1, 2025 Submitted to: Bryon Horn Chief Information Officer bryon.horn@fresno.gov Submitted by: Mythics, LLC. 4525 Main Street, Ste. 1500, Virginia Beach, VA 23462 CAGE: 1TA34 | DUNS: 013358002 Thomas Tretter Senior Director Consulting Services Voice : 314-629-3618 ttretter@mythics.com “This SOW includes data that shall not be disclosed outside Customer and shall not be duplicated, used, or disclosed -- in whole or in part -- for any purpose other than to evaluate this SOW. If, however, a contract is awarded to this offeror as a result of -- or in connection with -- the submission of this data, Customer shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit Customer’s right to use information contained in this data if it is obtained from another source without restriction. The data subject to this restriction are contained in all pages of this SOW.” Mythics has made every reasonable attempt to ensure that the information contained within this proposal is accurate, current, and properly sets forth the requirements as have been determined at the time of submission. The parties acknowledge and agree that the other party assumes no responsibility for errors that may be contained in or for misinterpretations that readers may infer from this document. Exhibit D Statement of Work Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 1 About Mythics, LLC dba Mythics VIII, LLC (Mythics) Our Mission To enable our customers to solve complex business problems using agile and innovative solutions that leverage industry-leading technologies and our team of talented professionals. Mythics Overview - Strength through Acquisition Mythics has brought together three of the most trusted Oracle partners, Mythics, SmartERP, and SpearMC, to create a powerhouse that delivers end-to-end Oracle solutions with options for a global delivery approach. From software licensing to complex cloud implementations and ongoing managed services, we cover the full Oracle stack-SaaS, PaaS, IaaS, and PeopleSoft on-premise applications. Our combined strengths give clients a single, agile partner with the scale to deliver and the specialization to do it right – especially in public sector, higher education, healthcare and commercial industries. As of May 1, 2025, SpearMC Consulting, Inc. (SpearMC) has officially merged with Mythics, LLC, an award-winning Oracle systems integrator. This strategic merger follows Mythics’ recent acquisition of SmartERP Solutions, Inc., a global enterprise software and consulting firm specializing in Oracle PeopleSoft and Cloud application implementations. No other firm matches our ability to deliver Oracle software and infrastructure, especially within the PeopleSoft space. Relevant Awards and Accomplishments The merger combines Mythics’ established leadership in Oracle solutions within the Public Sector with SpearMC and SmartERP’s extensive portfolio of PeopleSoft products and services. The result is a uniquely positioned organization offering a comprehensive range of solutions tailored to meet the needs of both Oracle and PeopleSoft users. Below are key highlights of the newly formed entity: • #1 Oracle Partner in North American and 10-time Oracle Partner of The Year • 83+ Oracle Partner Network Expertise Certifications - More skills than any other partner • 10-time Oracle Partner of the Year with strategic focus on Federal, State, and Local Government • Supporting all 50 states across multiple Oracle technologies and disciplines • Strong financials backed by over 11,000 clients and annual revenues surpassing $1 billion • Completed more than 150 Oracle Cloud Infrastructure (OCI) projects • Gartner recognized for expertise in Managed Services, PeopleSoft, and OCI • More than 700 subject matter experts across various technical disciplines, including over 150 Oracle Cloud Certified Professionals • Comprehensive PeopleSoft Training: The broadest and most in-depth library of PeopleSoft training content, available through multiple delivery formats such as Oracle Guided Learning (OGL) in- application training, 24/7 self-access, live virtual public sessions, and customized private client training • ISO 9001:2015 Certified • World class Net Promoter score of 90 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 2 Quality and Project Management Approach Mythics recognizes the importance of quality and the controls required to ensure consistent, repeatable high-quality results on all of our client engagements. As such, we undertook an extensive internal effort to analyze, document, and formalize a Mythics Quality Management System (QMS). Our QMS was designed around industry-leading standards (PMI), and covers all aspects of our services organization, from properly scoping and responding to opportunities, into the management and execution of programs, and continues through project close-out and reporting activities. In 2018, Mythics received ISO 9001:2015 certification through the successful execution of our QMS, and we have maintained this accreditation through external audits ever since. This quality management certification and standard demonstrates our organization’s commitment to quality assurance, control and management. It also confirms our team uses thoroughly defined and proven processes to deliver high-quality solutions to our clients. Mythics Consulting also has experts on staff that are Agile Certified Scrum Masters (CSM), Project Management Professionals (PMP) and ITIL certified. These advanced IT solution design, quality management and project management certifications ensure our customers are working with expert certified professionals. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 3 1. Background The City of Fresno is undertaking a strategic initiative to re-establish full Oracle support for its PeopleSoft HCM applications and get current on the latest application release. To enable this, the City is re-licensing its PeopleSoft HCM applications with Oracle to resume ongoing support and maintenance. This step is necessary to transition from third-party support (previously provided by Rimini Street) back to Oracle support, which includes access to ongoing updates, security patches, and regulatory compliance releases. As part of this broader effort, the City of Fresno is also migrating its PeopleSoft environments to Oracle Cloud Infrastructure (OCI). The move to OCI will modernize the City’s hosting platform, improve performance and scalability, and allow the City to take advantage of Oracle’s cloud-native tools for environment automation, lifecycle management, and disaster recovery. Together, the re-licensing and OCI migration reflect the City’s long-term commitment to maintaining a stable, secure, and well-supported PeopleSoft environment, fully aligned with Oracle’s roadmap and best practices. 1.1 PeopleSoft HCM 8.9 to 9.2 Modernization Program Overview The City of Fresno currently operates a shared PeopleSoft server infrastructure, where multiple environments—such as Production, Sandbox, QA, and Development—run on shared hardware. This setup creates challenges related to performance isolation, patching schedules, and change management. Much of the current infrastructure is built on legacy Solaris 10 hardware, with one server running on Windows Server 2012. The first phase of the PeopleSoft 9.2 Modernization Program will include the migration of PeopleSoft HCM applications to Oracle Cloud Infrastructure (OCI). The migration to OCI will enable the City to transition to a modern, cloud-based architecture utilizing a combination of Oracle Database as a Service (DBaaS), Oracle Linux, and Microsoft Windows virtual machines. This modernization eliminates aging platforms, improves system supportability, and aligns with Oracle’s current best practices for PeopleSoft deployments. Each PeopleSoft HCM environment will be provisioned on its own dedicated virtual machine, ensuring better performance isolation, environment stability, and scalability. The move will enable the City to take full advantage of Oracle’s native automation, backup, and lifecycle management tools in the cloud. In parallel to the Phase 1 OCI migration, the City will upgrade existing PeopleSoft HCM 8.9 applications to the latest PeopleSoft 9.2 release that includes the latest available PeopleTools and PUM image versions. The “get current” application upgrade will enable the City to reestablish access to full Oracle Support and regain access to regular Oracle software updates, security patches, and regulatory compliance updates. Mythics will evaluate all existing PeopleSoft customizations, including Rimini Street custom objects, and work collaboratively with the City to de-customize and move to delivered functionality where feasible. Together, the PeopleSoft upgrade, OCI migration, and de-customization Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 4 efforts will modernize the City’s ERP infrastructure, eliminate technical debt, and operate PeopleSoft in a more secure, scalable, and supportable environment. The Phase 1 scope of work additionally includes updates to the PeopleSoft HCM Chart of Accounts (COA) structure. Due to the replacement of PeopleSoft Financials with Tyler Financials, the City implemented a new Chart of Accounts (COA) structure and values within the new Financials system. Rather than updating the legacy PeopleSoft Financials COA setups in PeopleSoft HCM with the Tyler structure and values, a crosswalk was created to translate values on the Payroll transaction accounting interface between the two systems. The delivered PeopleSoft Payroll accounting process and interface to PeopleSoft Financials was also replaced with a custom process and interface for Tyler Financials. The effort to design and update the PeopleSoft HCM system with a new structure and values has been included in the Phase 1 scope. It is recommended that these changes are implemented as staggered Phase 1 deployment (Phase 1.b) related to the broader upgrade to 9.2 and migration to OCI (Phase 1.a). The exact timing and deployment methodology will be finalized during the initial planning and design phase of the Program. Phase 2 of the PeopleSoft 9.2 Modernization Program includes the new implementation of PeopleSoft ePerformance and eCompensation modules. Additional optimization scope for Benefits Administration and core HR will be evaluated for Phase 2 based on the prioritization of Phase 1 scope and ability to implement within the required timelines. In addition to the Mythics’ professional services, this proposal includes the Oracle Cloud Infrastructure Bill of Materials and the required PeopleSoft application licenses. Further details on each component are provided below. 1.2 Oracle Cloud Infrastructure – Bill of Materials The Oracle Cloud Infrastructure (OCI) resources required to support the City of Fresno’s PeopleSoft environment are outlined in the Bill of Materials (BOM) provided under Mythics Quote ID CL-CoF- OCI-FY26. This BOM reflects the estimated set of OCI services and quantities necessary to support all PeopleSoft environments (Development, QA, Sandbox, and Production), assuming each environment is running 100% of the time. The BOM is included as “Appendix B” to this Statement of Work. The City will be invoiced based on actual usage and consumption of OCI resources, not the estimated values listed in the BOM. 1.3 PeopleSoft Applications – Bill of Materials The Bill of Materials established under Mythics Quote Estimated Number LS-CF-061825 shows the Oracle PeopleSoft licenses and associated Software Update License & Support, purchased under the Enterprise Employee perpetual licensing metric. The scope of the PeopleSoft licenses included in this engagement reflects the functional requirements of the City's PeopleSoft environment. Detailed licensing information is provided in “Appendix D” of this agreement. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 5 2. Services and Deliverables Scope This SOW outlines the key services and work products to be provided by Mythics. Aligned with the understanding and objectives stated above, Mythics will provide the following services based on the functional and technical scope detailed below. The scope of this SOW covers all stages of Mythics’ standard implementation methodology as described below. Mythics’ implementation methodology will be applied to each phase of the PeopleSoft HCM 9.2 Modernization Program. 2.1 Methodology and High-Level Scope of Services Mythics approaches ERP and business transformation projects with a standard methodology that consists of the following stages. Initialize and Conceive – Builds project foundation by clearly defining the project objectives, scope, and schedule while establishing the project organization structure, tools, and processes and mobilizing the extended project team. Design – Begins with series of workshops that result in detailed design requirements and specifications for business processes, system configuration, and development. The design stage typically culminates in demonstrations or a Conference Room Pilot to validate the solution prototype. Develop – Results in final system configuration, business processes, and completed technical development as inputs for system testing. Test – Includes various cycles of testing and quality assurance including Unit, System, Integration, Regression, User Acceptance, and Parallel. The output of the Test stage results in a Production ready environment with critical go-live defects resolved. Deploy – Final stage prior to go-live where deployment and training plans are finalized and executed including communications, end-user training, and migration to production. Operate & Review – New system and processes are monitored and supported to ensure solution is working as designed. Check points are conducted to identify issues and validate that resolutions are provided. Lessons learned are documented and project closed. PEOPLESOFT APPLICATION SCOPE: Technical Pillars PeopleSoft Applications Scope PeopleSoft HCM Application Module Scope • Core HR and Base Benefits (live in Production) • Payroll (live in Production) • Time & Labor (live in Production) • Absence Management (live in Production) • Benefits Administration (new module) • ePerformance (new module) • eCompensation (new module) PeopleSoft Technology (current release level) • PeopleSoft 8.9, patch 17 • PeopleTools 8.51.17 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 6 Mythics will provide the following services across each phase of the PeopleSoft HCM 9.2 Modernization Program. Phase 1.a – 8.9 to 9.2 Upgrade, OCI migration, and Optimization: • Create OCI Tenancy Architecture and Design to support PeopleSoft 9.2 Applications • Establish network connectivity and build out the Architecture and Design in OCI • Migrate PeopleSoft to OCI - Solaris to Linux conversion included • Setup operational procedures (backups, monitoring) • Identify customizations and develop a de-customization plan and prioritized roadmap • Upgrade to the latest supported PeopleSoft 9.2 HCM applications • Optimize new 9.2 functionality for existing modules and replace customizations based on de- customization plan priorities • Perform detailed design fit/gap analysis utilizing the Payroll and Personnel requirements provided in “Appendix C” of this agreement. Mythics performed an initial analysis of the Payroll and Personnel requirements, compared them to delivered PeopleSoft HCM 9.2 functionality, and documented the results of their analysis. Payroll and Personnel also provided their initial prioritizations. Requirements will be further prioritized, estimated for level of effort, and identified for implementation scope based on available budget during the upgrade design phase. It is expected that requirements will be added and modified during design and priorities will shift based on dependencies and detailed solution design. • Convert Rimini Tax setups and reporting to delivered PeopleSoft functionality • Retrofit and upgrade existing interfaces and bolt-on customizations • Implement Self-Service Open Enrollment and Benefits Administration • Implement Absence Management, Leave Rule processing, and integration with Payroll • Implement Employee and Manager Self-Service (ESS, MSS) with mobile capability • Post Go live support • Optional - Sustainment Managed Services (Infrastructure, Database, and PS Admin) Phase 1.b – PeopleSoft Chart of Account Conversion (COA) and Tyler Integration Updates: • Perform detailed discovery/analysis, determine solutions alternatives, and facilitate the solution decision for representing the Tyler COA structure and values in PeopleSoft HCM. • Design and configure new PeopleSoft Chart of Account structure to accommodate new values that align with the Tyler Munis COA values and eliminate the existing crosswalk. • Modify PeopleSoft Payroll transaction accounting to Tyler Financials interface. • Design and develop new interfaces to update the PeopleSoft COA values based on additions and changes in Tyler Financials. • Modify the existing custom PeopleSoft Payroll accounting process to populate the custom Payroll accounting entry table with new COA structure and values. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 7 • Design and populate configuration changes across HR, Payroll, and Time and Labor modules to ensure that HR setup, Payroll, and timesheet transaction data represent the new COA structure and values. • Analyze and develop processes to ensure timesheet data imported or interfaced into PeopleSoft reflect the new COA structure and values. • Additional optimization and de-customization based on priorities and available budget Phase 2 – New Module Implementation and Optimization • Implement ePerformance module, including the re-design and migration of existing performance management process and documents to PeopleSoft • Implement eCompensation module, including system based self-service compensation cycle and processes integrated with the new performance management process • Additional optimization and de-customization based on priorities and available budget • Optional - Sustainment Managed Services (Infrastructure, Database, and PS Admin) 2.2 Project Management Mythics recommends that the client appoint a Project Manager to work with the Mythics Project Manager. The Mythics project manager will work closely with your Project Manager to ensure that schedules coincide with the needs of the project and that any changes or issues are promptly brought to the team’s attention for resolution. Implementation of projects of this nature require a strong management approach grounded in proven industry standards. Mythics’ project management approach incorporates prior project lessons learned as well as standard project management best practices as codified by the Project Management Institute’s (PMI) Project Management Body of Knowledge (PMBOK). Our approach is based on the five key PMI process groups: • Initiating, • Planning, • Executing, • Monitoring and Controlling, and • Closing. The Mythics Project Manager reports to the Mythics Consulting executive team and ensures all of the procedures and processes below are applied to the project and its delivery. By following this formal and proven process, a continuous and standardized project management procedure is utilized throughout the various tasks assigned to this project. Staffing Plan Mythics Oracle certified specialists will be chosen based on their area(s) of expertise and core corporate capabilities. These individuals typically make up our project management team and key technical personnel. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 8 Mythics hires high quality professionals by offering excellent benefits and programs; a challenging and fun work environment; clearly defined career planning, advanced education, technical training, and leadership development with career advancement opportunities; and performance recognition and incentive programs. We continually monitor and enhance programs to attract, retain, and develop highly skilled, informed, and motivated personnel committed to achieving both business and personal excellence in an ethical and productive environment. Mythics pays close attention to staff retention and understands the importance of workforce stability. Whether we are placing an existing employee or hiring new staff, we look for highly motivated professionals that are passionate about the new position. Retention efforts begin during our interview and hiring processes, where we ensure we have a solid match before we make an offer. For this project, we will assemble a team of proven Mythics members that are all committed to delivering a successful implementation. Mythics will commit to maintaining the assigned project team throughout the implementation and post go live period, barring unforeseen circumstances outside of our control. Should project positions become vacant, we will work with the Client Project Team to identify suitable resources to fill open positions. Status Reporting The Mythics PM will be responsible for tracking and reporting the status of the project. This is accomplished through a serious of meetings and reports as detailed in the Communications plan. The status will be delivered on a weekly basis to the customer’s leadership team in the form of a one-page executive update (see below). This executive update will provide a concise project status built around the work completed, upcoming work, milestone status and risks/issues. The information in the weekly status report will be aggregated from several project artifacts, including the Project Plan, Project Schedule, Risk/Issue Register and Action Item tracker. Mythics will provide a project manager to oversee the Mythics execution of the project. Our PM will • Create Project Schedule and Project Plan • Develop Communication plan. • Manage Scope, Schedule, and Budget • Track progress against schedule • Manage risk and project execution. 2.3 Oracle Cloud Infrastructure – Tenancy Design The OCI tenancy is provisioned by Oracle and delivered to the client. Mythics will verify the following support services have been established. • Setup initial compartments, users, and roles in the environment • Setup limited cloud administrator role to be utilized by project team. • Register and validate CSI# with My Oracle Support Once the tenancy has been set up, Mythics will provide up to four (4) weeks of support to plan and design the fundamental services required to effectively migrate, run, and manage the applications in the OCI environment. Mythics will bring to the project an initial reference architecture design for a Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 9 PeopleSoft deployment on OCI. Through a series of workshops and discovery, Mythics will tailor this reference architecture to the needs of The City of Fresno. The full workshop agenda will be finalized by the project delivery team, but typical workshops include: 1. OCI Logical Architecture – During this workshop the team will • Provide Client an orientation to OCI architecture • Review options for external infrastructure connectivity/access • Review proposed options for internal infrastructure connectivity/access • Review logical environment layouts (Web/App/Data Tiers for In-Scope Environments) 2. OCI Networking Workshop – Mythics will lead the Client team in defining connectivity from OCI resources to external (On-Prem and non- Client networks). During this workshop the team will review: • Gateways and routes • Site to site OCI Gateway VPN • Remote Access Methods • Virtual Cloud Network • Subnets • Network Security Groups & Rules • Security Lists & Rules • Routing Tables • Gateways 2. OCI Compute & Storage Planning – Mythics will lead the Mythics / Client team in defining the overall compute and storage needs for the project. During this workshop the team will review: • Role based access controls for compute (user, system, group, policies) • Compute instance details o OS Type (OEL, Other). • PeopleSoft application architecture • Finalize compute and storage needs 3. OCI Database Planning – Mythics will lead the Client team in defining the overall database configuration of our environment. This will include: • Review the number and types of databases to be configured. • Database sizing • Availability, backup, and recovery requirements review o Recovery Time Objective o Recovery Point Objective o Availability Requirements o Database backups o OS-level backups • Review the appropriate logical/physical migration method and appropriate database synchronization tooling. • Finalize data migration method and any Client approvals required. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 10 • Review method of upgrading the databases 4. OCI Administration, Security & Governance. - Mythics will lead the Mythics / Client team in defining the management and governance practices relevant to OCI architecture. This will include: • Access policies (MFA, password complexity) • Compartments • Groups & Policies • Audit During the Governance and security workshop, Mythics will review the basic governance and management of cloud tenancy. Included in this discussion will be a discussion on an exit strategy from OCI should that be necessary. This will include • Database migration tools and methods. • Application migration tools and methods. At the conclusion of the workshops, The Mythics team will present an overall OCI Architecture diagram and overall draft design workbook to the client team for review. The design will include Logical Architecture Diagram. o Environment level breakdown o Routes o Gateways o VCN o Subnets o Compute o Local Storage o Shared Storage o Database Layout • Design Workbook o Proposed access control approach for OCI administration - Groups & Policies section o Routes o Gateways o VCN o Subnets o Routes/Tables o Security Lists/Rules o Compute o Local Storage o Shared Storage ▪ Compartments ▪ Groups & Policies Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 11 2.4 OCI PeopleSoft Environment Build Using the design developed in the workshops, Mythics will tailor our PeopleSoft terraform scripts to build out the environment described in the design. This will include • Creating the required Virtual Cloud Network (VCN) to run the necessary Compute and Database instances within OCI to support E-Business Suite. This includes such items as Internet Gateway, NAT gateways and service gateways, along with the Security Lists for the applications listed in the environment snapshot • Creating the necessary compartments to logically separate environments (development, test, production, DR) • Creating the necessary compute instances to support the application deployment • Creating and attaching Block Storage to the various Compute Instances as required • Creating and allocating Object Storage as required. • Deploying the PeopleSoft application to the provisioned application tier. 2.5 PeopleSoft Application Migration Mythics will migrate the On-Premises PeopleSoft application to OCI. This will be accomplished through several migration iterations as we build out each environment identified in the environment snapshot. Mythics will refine its steps and approach with each migration applying lessons learned and documenting our steps and procedures in a run book. The run book will be utilized in the final production migration. Specific migration plans will be detailed by the delivery team, but typical steps include: • Database Migration. Mythics will migrate the database utilizing standard Oracle tools such as Data Pump, Data Guard or RMAN Duplicate. Specific tooling will be based upon uptime requirements and at the discretion of the project team. • App Tier Migration. Mythics will migrate the PeopleSoft App Tier using such tools as rsync or PeopleSoft Cloud Manager. This will include web tier, app tier and any associated application tier environments. • Support User Acceptance Testing. User acceptance testing is the responsibility of the client. Mythics will support User acceptance testing by • Ensuring the environment is up and running • Ensuring that testers have the proper roles and accounts • Troubleshooting and resolving any infrastructure issues that prevent testers from completing their tests. • Review test results and resolve agreed upon issues. Mythics will use the results identified in testing to refine the migration process and update the runbook. These lessons learned will then be applied to the next environment iteration. • Production Cut-over/Go Live. Mythics will work with the client to perform the final production cutover and go live. This includes the following o Develop cutover communication plan and timeline Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 12 o Mock cutover to ensure readiness o Final database migration during off hours o Up to four (4) calendar weeks of post go live support. ▪ Remediation of OCI related issues such as networking, database, storage, and compute ▪ Remediation Interface/Integration related issues 2.6 Setup Environment Operations Processes Mythics will setup operational processes to support the management and availability of the applications within OCI. This will include • Implementing database backup procedures - Oracle Database Backups to OCI object storage will be configured to support the client’s backup policies. • Implementing middleware backup procedures • Setting up standard thresholds and alerts using OCI notification services. • Integrate OCI logging and monitoring into current NOC & SOC dashboards. • Ingest OCI logs in Splunk if needed. • Consumption Management - Mythics will establish a consumption management solution that fits the needs of The City of Fresno using: o Automation scripts: The City of Fresno will have the ability to easily spin up and spin down resources that are not being used on a 24x7 basis o Monitoring: The City of Fresno will have access to the OCI native cost analysis tools as well as the Mythics Managed Services customer portal to have insight into their environment consumption. o Alerting: Mythics will set up alerting methods to notify The City of Fresno when a certain percentage of consumption has been reached per month. o Mythics will provide access to our Base FinOps Service as part of this engagement. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 13 2.7 Additional PeopleSoft Program Work Products Mythics and City of Fresno will collaboratively develop the work products listed below pursuant to this Statement of Work. Responsibilities for each activity and work product are defined in the Responsibilities Table below. Category Responsibilities Lead The responsible party is accountable for the work product and completion of the task. This party has primary task completion accountability. Client and Mythics are identified as co-leads where joint accountability is required. Co-leadership recognizes that Mythics cannot complete a deliverable without significant deliverable execution and ownership from Client. Support The support party assists the Lead in completing the task or work product. • For CLIENT, this may include providing input, participating in task analysis, and contributing to task execution. • For Mythics, this includes providing templates, standard business practices, subject matter expertise, task analysis, guidance, and/or providing direct contributions to task execution. Review The review party is responsible for evaluating the completed work product or activity within a timely manner to ensure it meets quality, accuracy, and compliance standards. Feedback may be provided to the Lead for revisions . Approve The approve party will formally sign off on the completed work product or activity within a timely manner, indicating final acceptance and readiness for implementation or delivery. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 14 Work Product Name Work Product Description Mythics Responsibilities Client Responsibilities Implementation Project Plan The Project plan identifies all project stages, milestones, key tasks, work products, owners, estimated start/finish dates, and dependencies. The project plan will be updated and maintained to report status throughout the project. Sprint plans will be utilized during design and development phases to iteratively design, build, and unit test application features and processes within the approved project scope. Lead, Support Lead, Support, Review, and Approve Project Kick-off Presentation The project kick-off will communicate project objectives, timeline, scope, and expectations to the core project team and business stakeholders. Key activities include identifying attendees, scheduling, preparing, and delivering the presentation. The presentation will summarize the following. • Project background and overview • Methodology and scope • Timelines • Project governance and team structure • Project tools • Roles & Responsibilities Lead Support, Review, and Approve PeopleSoft Compare Reports, Analysis, and Retrofit Estimates Mythics will produce and analyze PeopleSoft compare reports to determine development estimates and ensure custom code and objects, including interfaces, function properly. Additional tasks include: • Identification of custom code by type • Review customizations with Client IT staff and functional team to confirm appropriate handling of custom code (keep or drop) • Run SYS & DDDAUDIT to identify technical issues. • Estimate effort for development and unit testing Lead Support, Review, and Approve PeopleTools Upgrade Mythics will lead the upgrade and patching of PeopleTools and PUM versions in the upgrade development/test, Production, and non-Production PeopleSoft instances. Work tasks will include, but are not limited to, the following. • Install PeopleSoft and related software on OCI. • PeopleTools upgrade and patching • Perform initial pass and test moves to Prod • Environment cloning and refreshes Lead Support, Review, and Approve Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 15 PUM Image Maintenance Mythics will lead the application of PUM Image maintenance in non-Production and Production PeopleSoft instances. Client and Mythics will collaboratively prioritize new functionality to be implemented during and after the update project. Lead Support, Review, and Approve RICEW Inventory Mythics will create a consolidated inventory of all PeopleSoft RICEW (Reports, Integrations, Conversion, Enhancements, Workflows) development objects that may be impacted by upgrade and maintenance events. The RICEW Inventory will be utilized to track retrofit activities, metrics and proactively manage custom code removal and isolation to decrease future effort and cost. Lead Support, Review, and Approve RICEW Development Retrofits Mythics and Client will complete the retrofit development for RICEW objects and apply PeopleSoft lifecycle management tools (e.g., Drop Zones, Event Mapping, Application Engine Plug Ins) to existing development objects as applicable. Lead Lead, Support, Review, and Approve Design Workshops, Requirements, and Fit/Gap Analysis Mythics and Client will co-lead iterative design workshops to identify and document detailed business requirements for each PeopleSoft module in scope. Workshops will allow Mythics to capture key design elements including business requirements, fit/gap analysis, solution priorities for implementation, level of effort, configuration, process changes, policy changes, and information requirements. Lead Lead, Support, Review, and Approve PeopleSoft Configuration Workbooks Mythics will document PeopleSoft module setup changes in the Configuration Workbook deliverable. Workbook documentation will identify configurations updates, sample configuration values, and justification for changes. Lead Support, Review, and Approve System Configuration Execution Once configuration requirements are documented in the Configuration Workbooks, Mythics will perform the setup and configuration of PeopleSoft modules in the designated test environment. This includes entering configuration values, applying setup changes, and validating that configurations align with the approved design specifications. Client is expected to support configuration execution by entering a subset of values and reviewing and approving final values to ensure knowledge transfer and demonstrate system ownership. Lead Support, Review, and Approve Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 16 Proof of Concept (POC) Demonstrations Once the system design and initial configuration is complete and validated in a test environment, Mythics will demonstrate Proof of Concept (POC) solutions for key business stakeholders. Demonstrations will provide stakeholders an opportunity to refine solution design and requirements. Lead Support, Review, and Approve PeopleSoft Application Security Design Mythics will identify and document PeopleSoft security design changes required to support the new PeopleSoft 9.2 applications. Security design scope includes new page access, user profiles, user preferences, and row level security. Lead Lead, Support, Review, and Approve PeopleSoft Application Security Updates PeopleSoft security will be configured or modified in PeopleSoft to support new 9.2 security requirements. Security changes include roles, permission lists, user profiles, user preferences, row level security, and any other applicable 9.2 security objects. Updates will be applied and tested in appropriate project test cycles as identified in the project plan. Lead Lead, Support, Review, and Approve Batch Schedule Updates Required batch process and job updates will be identified based on new 9.2 requirements, and application functionality. Batch process and job update requirements will be documented and developed within Client’s existing process scheduling tools. Lead Support, Review, and Approve Testing Plan The Test plan will provide the approach and plan for conducting the required test cycles and defines the criteria for success. It will identify the following: • Testing scope, approach, and deliverables • Management process for test execution • Entry and exit criteria • Test Environments • Status reporting • Testing tools • Test scenarios and relevant test execution values • Issue resolution and defect management process Lead Lead, Support, Review, and Approve Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 17 Unit, System, and Integration Test Requirements and Execution Mythics will capture test scenario requirements that will be executed during test cycles for Unit, System, and Integration testing. Client will provide requirements and execute testing with Mythics. The test requirements will provide a structure for tracking Test execution and metrics. Lead Lead, Support, Review, and Approve User Acceptance Testing (UAT) and Defect Resolution Mythics will co-lead and support the execution of UAT with Client’s business process leads and SMEs assigned to execute testing. UAT will validate system functionality achieves core business requirements as observed by independent business stakeholders. Mythics is responsible for troubleshooting and resolving critical go-live defects with support from Client IT. Lead and Support Lead, Support, Review, and Approve Payroll Reconciliation and Variance Resolution As part of Parallel Testing, Mythics and Client will be responsible for conducting a detailed reconciliation of payroll results between the legacy and upgraded systems. Mythics will lead the initial round of Payroll reconciliation and troubleshoot variances across all rounds. Client will be responsible for the final rounds of Payroll reconciliation analysis and review/approval. Reconciliation analysis and resolution include: • Comparing gross pay, deductions, taxes, and net pay across both systems • Identifying and documenting variances • Investigating root causes • Collaborating with SMEs to resolve discrepancies • Producing a Payroll Reconciliation Report summarizing findings, resolutions, and validation sign-off Lead and Support Lead, Support, Review, and Approve Parallel Testing and Defect Resolution Mythics will co-lead and support Parallel testing with Client’s business process leads and SMEs assigned to execute testing. Parallel testing will utilize Production time entry data and simulate Payroll results in an upgraded 9.2 environment. Testing will be performed with production transaction data feeds. Mythics is responsible for troubleshooting and resolving critical go-live defects with support from Client IT. Lead and Support Lead, Support, Review, and Approve Training Plan, Content Development, and Delivery Mythics will co-lead and support development of training plans, training content, and delivery. Training plans include identification of business stakeholder groups that require training due to change impacts. The plan will outline training and communication objectives, schedule, formats, and Lead and Support Lead, Support, Review, and Approve Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 18 delivery responsibilities. Mythics functional leads will work collaboratively with Client project and business leads to develop training content specific to impacted business roles. A train the trainer approach will be utilized. Deployment & Cutover Plans Mythics will co-lead and track the tasks, timings, dependencies, documentation, and task owners responsible for performing the final system migration to Production. Deployment plans typically include all required tasks during the weeks and days leading up to including the day of Production go-live. Lead and Support Lead, Support, Review, and Approve Post-Production Support and Defect Resolution Mythics will provide functional and development support to troubleshoot and resolve defects and issues that arise following the Production go-live (typically one month after go-live). Lead and Support Lead, Support, Review, and Approve 3. Client Resources and Responsibilities Client will provide timely access to the following or equivalent resources who will be accountable for the following responsibilities. Client Program Resources Responsibilities Executive Sponsor(s) • Provide direction and approval on project scope, timeline, decisions, and budget • Build a coalition of support with other executives, managers, and stakeholders • Help manage resistance and directly communicate objectives with employees • Ensure project direction and requirements align with goals and strategy • Make timely decisions that require executive level input • Actively participate in required meetings throughout the life of the project Project Steering Committee Members • Provide direction and approval on project scope, timeline, and budget • Provide direction to team on key project risks, issues, actions, and decisions • Help manage resistance and directly communicate objectives with employees • Support timely resolution of key project risks, actions, issues, and decisions Project Manager • Provide Mythics with guidance on project management standards, processes, and required templates/forms • Collaborate and split project management and team coordination activities with Mythics Project Manager • Collaborate with Mythics Project Manager to complete and maintain project plans (scope, timeline, budget, resources) throughout the course of project. • Lead and support communications to Client project resources and stakeholders • Ensure timely deliverable reviews and acceptance from Client approvers • Lead and support resolution of project risks, actions, issues, and decisions PeopleSoft System Manager • Assign and coordinate internal program support resources • Assist with scope management to support planned milestones • Support development and maintenance of PeopleSoft Roadmap • Support escalation and resolution of program issues and risks • Support internal status reporting Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 19 PeopleSoft Developers • Perform development to reapply and retrofit existing PeopleSoft 9.2 RICE objects for new PUM images. • Troubleshoot defects and develop fixes for PUM image development. • Provide knowledge transfer to Mythics developers for existing RICE objects. • Attend and support project status meetings and communications IT Business Analysts and systems support staff • Provide current state RICEW, configuration, process, and other documentation to support knowledge transfer and onboarding of Mythics team members • Provide guidance on current business processes and test requirements as needed • Review and approve Mythics developed test requirements as needed • Support the setup of non-PeopleSoft systems for integration • Execute testing of non-PeopleSoft systems that integrate with PeopleSoft and troubleshoot and resolve defects • Support the final PeopleSoft upgrade cutover to Production Security Administrator • Provide project team with existing security documentation or design for PeopleSoft 8.9 Production environments • Assist with development for PeopleSoft security updates for 9.2 including, but not limited to, roles, permission lists, user profiles, user preferences, row level security, and other security objects • Support the application and unit testing of security updates • Support security related defect troubleshooting and issue resolution • Attend and support project status meetings and communications IT Technical Team (typically DBA, Network Admin., Sys. Admin) • Provide network connectivity for project team. • Provide networking support to assist in the configuration of necessary connectivity between OCI and On-Premises network. • Provide administrator access to the client’s OCI tenancy. HCM, Finance, and Accounting Subject Matter Experts • Provide technical, process, and operations requirements • Provide business process and system documentation for knowledge transfer • Participate in discovery interviews and validate information collected • Identify change impacts and assist with communication planning Business and/or IT SME Test Analysts • Document Test scripts and end-to-end test scenarios as pre-requisite to testing • Coordinate PeopleSoft interface testing with third-party application support • Execute testing for PeopleSoft and non-PeopleSoft applications and document status during system and UAT Test cycles • Support identification of change impacts to business • Support Test defect troubleshooting, issue resolution, and other testing support • Support final PeopleSoft upgrade cutover to Production and end user support • Attend and support project status meetings and communications Administrative Support • Assist with scheduling meetings and logistics as needed Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 20 It is expected that client resources will be allocated as follows to each phase of the project. Client Program Resources Implementation Effort Executive Sponsor(s) 0-4 hours/week* Project Steering Committee Members 0-4 hours/week* Project Manager 20-30 hours/week* PeopleSoft System Manager 10-20 hours/week* PeopleSoft Developers 20-40 hours/week* IT Business Analysts and systems support staff 0-8 hours/week* Security Administrator 0-8 hours/week* IT Technical Team 0-4 hours/week* HCM, Finance, and Accounting Subject Matter Experts 2-16 hours/week* Business and/or IT SME Test Analysts 0-10 hours/week* Administrative Support As needed * Estimated time commitments will vary throughout the course of the project for each role. Developer and technical resource effort will be highest during development, testing and deployment. Core team lead roles and subject matter expert effort wil l be highest during design, testing, training and deployment stages of the project. 4. Program Timeline The following graphic provides a high-level estimated timeline for Phase 1 of the PeopleSoft HCM 9.2 Modernization Program. Phase 1 scope is estimated to begin in December of 2025 and is dependent on contract execution. The Phase 1 go-live date will be planned and selected upon completion of the design requirements fit/gap analysis and implementation scope prioritization. The exact go-live date will be confirmed and adjusted based on scope, resource availability, and key project dependencies during delivery. Decisions regarding the implementation scope, approach, and resources will impact the target go-live date. The exact timing and duration of the Phase 2 implementation will be planned and determined during Phase 1. The first Benefits open enrollment period in PeopleSoft 9.2 is estimated to begin in May 2027 with benefit electives going into effect on July 1, 2027. 5. Assumptions Mythics has made every effort to accurately assess and estimate the required consulting services. As no discovery effort is ever holistically exhaustive, a summary of assumptions made by Mythics in assembling this Statement of Work is below. If any assumptions prove to be invalid during delivery, adjustments to schedule, scope, or budget outlined herein may be required to complete the Description of Services. Month 1 Month 2 Month 3 Month 4 Month 5 Month 6 Month 7 Month 8 Month 9 Month 10 Initiate Design Develop Test Deploy & Support Phase 1: Move to OCI & HCM 9.2 Upgrade Go-live Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 21 1. Most project work will be performed remotely by Mythics. A limited travel budget has been provided to allow core Mythics team members to travel and work onsite at client facilities during critical project activities. 2. Client maintains an active support contract with Oracle for upgrades 3. Client will provide the following project support resources as identified during project scoping meetings. o Dennis Jones (DBA/Sysadmin/PM) (Minimum: 50% allocation) – PM on upgrade o Sanjay Patteson (DBA/Sysadmin/Developer/Analyst) (Minimum: 50% allocation) – PM/Tech lead on upgrade o Michael Hindes (Developer/Analyst) (Minimum: 50% allocation) - Developer o Pending PAIV recruitment (Minimum: 25% allocation) – TBD utility (functional/tech development) o Pending DBA recruitment (Minimum: 50% allocation) – Sys Admin / DBA (Sanjay’s open position) o Raymond Jin (API Developer/Analyst) (Minimum: 25% allocation) - Integrations 4. Client will designate a Project Sponsor(s) who are leader(s) within the organization. Project Sponsor(s) will be available to validate decisions, resolve risks and issues, and identify key personnel who must be consulted throughout the project delivery. 5. Client will appoint a project Steering Committee, which will be comprised of management and leaders of the company and include Mythics representatives. The Steering Committee will be actively involved in the project and meet regularly to address an agenda (e.g., status updates, risks, issues, decisions, and resource needs) collaboratively developed by Client and Mythics. The frequency and duration of the meeting may increase during critical times of the project. 6. Members of the Steering Committee will be reasonably available to meet regularly throughout the project at dates and times scheduled and agreed upon in advance. 7. Parallel Payroll Testing requirements: A minimum of three (3) payroll parallel tests will be completed as part of the system validation process to ensure accuracy, consistency, and compliance of payroll processing in the upgraded PeopleSoft 9.2 environment. Parallel tests shall replicate end-to-end payroll processing using live production data from the current 8.9 environment. The final test cycle shall include: o First Pay Period of the Month o Second Pay Period of the Month o Third Pay Period of the Month At a minimum, each parallel test must include the following components: o Gross-to-Net Payroll Calculation Comparison, which will validate that all earnings, deductions, taxes, and net pay amounts match the current production results. o Time & Labor and Absence Integration Validation to ensure accurate integration and processing of time entries and leave balances. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 22 o Retroactive Pay, Off-Cycle, and Exception Scenarios including representative test cases to validate special payroll scenarios. o Reporting and Audit Trail Verification to confirm that payroll reports, audit logs, and reconciliation outputs are consistent with current standards. Successful completion of all three parallel tests, with documented sign-off from the City of Fresno, shall be a prerequisite for go-live readiness. 8. Functional Parity between Peoplesoft 8.9 to 9.2 will be maintained, at a minimum, for the existing modules (Core HR, Base Benefits, Payroll, Time & Labor, Absence Management) during the upgrade project. The implementation of new modules and/or functionality (Benefits Administration, ePerformance, eCompensation) is considered separate from the functional parity assurance and shall be governed by their respective implementation design scope, deliverables, and acceptance criteria 9. Client will maintain on premise technical infrastructure (such as hardware, software, and network) needed to complete project work. Unplanned outages or downtime that impact project work will necessitate a change order. 10. Client is responsible for on-premises network configuration and testing. Requests for Mythics assistance with OnPrem to OCI network troubleshooting will necessitate a change request. 11. Client will coordinate any downtime required of existing systems. 12. Client will be responsible for organizational change management activities including but not limited to corporate communications, business process changes, or policy changes. 13. Client business leaders and SMEs will support organization change management and communications by understanding changes that impact their departments, benefits to the organization, and assist the project team in delivering communications to their employees. 14. Client will provide timely access to IT and business personnel to support project activities. Requests for access to Subject Matter Experts ("SMEs") and other staff will be provided by Mythics in advance with appropriate lead time and addressed by Client in a timely manner to support the project schedule. 15. Client will provide Mythics access to technical resources, information, and facilities necessary to execute the services in this Statement of Work. Client will provide Mythics with remote access, such as VPN, SSH, RDP, etc. as needed. 16. The standard features and functionality of Oracle products are working as they have been designed. If bugs are found with the software, it may affect the timeline and estimated fees. 17. Client HCM business processes do not require significant re-engineering for the upgrade from 8.9 to 9.2 other than taking advantage of new functionality in the updated system. 18. Client will maintain annual technical support for the Oracle software and hardware throughout the term of the services. 19. The Mythics professional working day is eight hours, including reasonable time for meals. Mythics understands that occasions arise during client engagements that require a longer or shorter working day. Mythics will not extend engagements when delays result from Client inability to meet stated prerequisites prior to an engagement, nor when delays result from Client personnel not being available to provide required support. 20. Client and Mythics will be responsive to inquiries and requests so that the planned project schedule can be met according to plans. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 23 21. Client will assign resources (SMEs) with a thorough understanding of the business environment, policies and procedures, business practices, and systems and data in relevant areas impacted by the project. 22. Client will be responsible for managing any third-party resources and applications and ensure that support is available to provide input in a timely manner, according to the work plan or other project communication channels. 23. Client will provide timely access to functional, technical, and testing documentation related to current reports, interfaces, extensions (customizations) and reports including any narratives, process flows, technical architectures, specifications/programming, and application data models as required by the project objectives and scope. 24. Client will provide administrative support to address logistics related to Project activities and events held on site at Client offices such as team meetings, software demonstrations, testing, training, and production support. Administrative support includes reserving office space and conference rooms, ensuring team members have functional internet and telecommunications access, and ensuring any necessary office equipment such as projectors, printers, scanners, white boards, and others are available. 25. Mythics will be entitled to rely on Client’s decisions and representations of fact and key decisions must be made within a reasonable timeframe. Key decisions will be tracked and escalated to the project leadership team. 26. Mythics is responsible for Mythics resources and having them available to the project per the timeline presented by Mythics and approved by Client. 6. Out of Scope Items 1. Re-write of benefits carrier integrations within PeopleSoft. All existing benefit carrier integrations will remain in Personify. 2. New third party system interfaces with the exception of required changes to Personify integration to accommodate open enrollment within PeopleSoft HCM. 7. Change Management Mythics has made every attempt to accurately estimate time required to successfully complete the project. Both parties acknowledge and agrees that if either causes impediments, complications, or requested changes in scope that the length of the project and associated price could be impacted. Examples of valid impediments, complications, and changes in scope consist of (but are not limited to): • Client initiated delay where Client is not prepared to allow Mythics to begin work on the agreed upon start date thus resulting in additional cost to Mythics for resources that have been sent to Client site but cannot begin the Services. • Mythics initiated delay where Mythics is not prepared to begin work on the agreed upon start date thus resulting in additional hardware costs for the Client or resulting in loss of resource availability. • Client provided information necessary for timely delivery by Mythics is not accurate. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 24 • Delays or problems associated with third party telecommunication equipment. (This includes, but is not limited to, cabling, servers, routers, hubs, and switches managed or installed by third parties.) • Malfunctioning hardware. • Inability to access equipment or personnel that are required to complete the project. • Conflicts or incompatibilities associated with the installation of hardware or software installed by Mythics. • Client increases the scope of services requiring additional labor, hardware, software, materials, or other direct costs. • Errors made by Mythics during the design, OCI infrastructure build, and/or production/non- production migration phases that increases the scope of services or results in the need for additional time. If any change(s) from impediments, complications, or changes in the scope of services cause an increase or decrease in the price or level of effort of the SOW, or the time required for the performance of any part of the work to be accomplished hereunder, whether or not such work is specifically identified in the written change, then the price, delivery schedules and other affected provision(s), if any, as applicable, shall be equitably adjusted and shall be modified in writing by an authorized representative of both parties in substantially the same form as Mythics’ Change Order Form, available upon request. Each Change Order shall be governed by the terms of this SOW and shall reference the effective date of this SOW. In the event of a conflict in the terms and conditions of this SOW and the terms and conditions of a Change Order the latter shall take precedence. Change Control Management Change Management will ensure that all proposed changes are defined, reviewed, and agreed upon so they can be properly implemented and communicated to all stakeholders. This approach will also ensure that only changes within the scope of this project are approved and implemented. The Change Management approach consists of three areas: • Ensure changes are within scope and beneficial to the project • Determine how the change will be implemented • Manage the change as it is implemented The Change Management process has been designed to make sure this approach is followed for all changes. By using this approach methodology, the Project Team will prevent unnecessary change from occurring and focus its resources only on beneficial changes within the project scope. The Change Control Process will follow the organizational standard change process for all projects. The Mythics project manager will collaborate with the client on all change requests but has overall responsibility for executing the change management process for each change request. 1. Identify the need for a change (Stakeholders) – Change requestor will submit a completed change request form to the project manager. 2. Log change in the change request register (Project Manager) – The project manager will keep a log of all submitted change requests throughout the project’s lifecycle. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 25 3. Evaluate the change (Project Manager, Team, Requestor) – The project manager will conduct a preliminary analysis on the impact of the change to risk, cost, schedule, and scope and seek clarification from team members and the change requestor. 4. Submit change request to CCB (Project Manager) – The project manager will submit the change request, as well as the preliminary analysis, to the CCB for review. 5. Obtain Decision on change request (CCB) – The CCB will discuss the proposed change and decide whether or not it will be approved based on all submitted information. 6. Implement change (Project Manager) – If a change is approved by the CCB, the project manager will update and re-baseline project documentation as necessary. The Change Control Board (CCB) is the approval authority for all proposed change requests pertaining to the Project. The purpose of the CCB is to review all change requests, determine their impacts on the project risk, scope, cost, and schedule, and to approve or deny each change request. The following chart provides a list of the CCB members: Position CCB Role Project Sponsor CCB Chair – Project Manager CCB Co-Chair Project Technical Lead CCB Co-Chair Project Operations Lead CCB Co-Chair As change requests are submitted to the Mythics Project Manager by the project team/stakeholders, the Project Manager will log the requests in the change log and the CCB will convene every other Friday to review all change requests. For a change request to be approved, all CCB members must vote in favor. In the event more information is needed for a particular change request, the request will be deferred and sent back to the requestor for more information or clarification. If a change is deemed critical, an ad hoc CCB meeting can be called in order to review the change prior to the next scheduled bi-weekly CCB meeting. The following are the roles and responsibilities for all change management efforts related to the Project: Project Sponsor: • Approve all changes to budget/funding allocations • Approve all changes to schedule baseline • Approve any changes in project scope • Chair the CCB Project Manager: • Receive and log all change requests from project stakeholders • Conduct preliminary risk, cost, schedule, scope analysis of change prior to CCB Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 26 • Seek clarification from change requestors on any open issues or concerns • Make documentation revisions/edits as necessary for all approved changes • Participate on CCB Project Team / Stakeholders • Submit all change requests on standard organizational change request forms • Provide all applicable information and detail on change request forms • Be prepared to address questions regarding any submitted change requests • Provide feedback as necessary on impact of proposed changes 8. Escalation Process: The escalation process enables the project team to consult with sponsors, seeking assistance in addressing complex/pervasive issues that are out of scope and/or difficult for the project team to address. The process will consist of the following: • Identification: The risk/issue will be documented and cataloged in the risk register by the Mythics Project Manager (PM) or Clients Point of Contact (POC). • Validation: The PM and POC will validate the issue and attempt to address the issue collaboratively. Unresolved issues can be escalated to project sponsors by both the PM and POC. • Review and Decision: The project sponsors will discuss and respond with a decision, within a reasonable amount of time after receiving the issue. The PM and POC will work with the project team to determine impact to scope, cost, schedule, resources, and report to the sponsors of expected impacts. • Implementation: The PM will work with the team to incorporate the changes and update the project plan. 9. Managed Service Mythics will provide OCI Managed Service for the environment that was migrated. Services include: • Proactive Monitoring • Incident Management • Incident Resolution • Security Patching Mythics and the City will mutually determine the start date for Managed Services, which is estimated to begin approximately 10 months (~ June 2026) from the commencement of the project. Environment Snapshot: Managed Services pricing is based on the number of virtual machines and databases being monitored. The current pricing that is presented covers monitoring for 10 virtual machines and 4 Databases. Pricing can be adjusted accordingly if the scope of the environment is increased or decreased. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 27 Monitoring as a Service Mythics will provide monitoring services of your environment listed in the environment snapshot 24 hours a day, 7 days a week, 365 days a year to identify nonstandard activity (“Event”). Our monitoring service is a combination of reactive automated monitoring through the use of Oracle Enterprise Manager and proactive monitoring of key database logs, backups, etc. Monitoring Setup Mythics will work with your team in obtaining appropriate access to configure your existing Oracle Enterprise Manager environment or the OCI alerting and notification framework to monitor the items listed in the environment snapshot. Mythics will configure monitoring and alert thresholds per our best practices and integrate alert output with our ticketing system and Management Portal. Through our configuration Mythics and the client will: • Implement Mythics standardized OEM / OCI configuration and automation tools • Reduce unnecessary alerting and quiet noisy systems • Correlate alerts to reduce redundant notifications • Multiple alerting channels through email, phone, text Incident Management Mythics uses Opsgenie to manage incidents/alerts. Opsgenie allows flexibility in: • The creation of Multiple Alerting Channels • Creating Alert Enrichment • Creating Custom Alert Actions • Alert Customization and Classification • Alert Lifecycle Tracking • Alert & Notification Policies • Heartbeats Each event that causes an unplanned interruption or exceeds an alert threshold shall be referred to as an incident (“Incident”). For each incident, Mythics will • Receive, acknowledge, and validate the Incident. • Categorize the Incident based upon the Mythics Severity Level definitions. The definitions of Mythics’ Severity Levels are outlined below • Create an Incident ticket in the Portal for Incidents assigned as Severity 1 or Severity 2 • Mythics will use reasonable efforts to notify the Client contact of a Severity 1 or Severity 2 Incidents within 30 minutes of detection of such incidents • Report and manage the volume of incidents through our portal. • For Production environments identified in the environment snapshot Mythics will begin resolution services, for Non-Prod Mythics will for the ticket Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 28 details to the appropriate client staff for resolution. Client may resolve or may choose to use On Demand services to resolve. Incident Resolution Mythics will address Incidents and Problems resulting from the items in the Environment Snapshot assigned to Incident Resolution Services (see table 3). A Mythics Support Consultant (“SC”) will be assigned to you for the duration of the services and is responsible for working with your SDM to facilitate the following services b. Resolution Services for Production Environments – Mythics will provide the following Resolution Services for the production environments identified in the Environment Snapshot 24 hours a day, 7 days a week, 365 days a year. c. Incident Resolution – After notifying you of an Incident, Mythics will manage the remediation and closure of the Incident and applicable Support Requests with Oracle Support. Mythics may contact your third-party support providers for collaboration on Incident Resolution • Change Management – Mythics will coordinate and execute, as required, management of all updated, parameters changes, provisioning activities and adding and/or removing components as they apply to the items in the Environment Snapshot • Problem Management – Mythics will analyze Incidents to identify the root cause of a single Incident or multiple Incidents (“Problem”). Mythics will create a Problem ticket in the Portal, coordinate the remediation of the Problem, and provide recommendations for corrective action for the avoidance of the applicable Problem in the future. Patching as a Service Database Cloud Service and OS Patching Mythics will provide patching services to provide bi-annual patching for both the databases and operating systems. Mythics utilizes a structured approach to patching based upon Oracle best practices and our overall managed services experience. For each patch and patch cycle Mythics will: Review the Patch The Mythics team will review the release notes of the patch and validate that the patch is applicable to the environment and that the application supports the patch by checking vendor certification matrix. Schedule Downtime The Mythics team will work with the client to schedule downtime to apply the patch in the environment. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 29 Develop Communication Plan. A key component of Mythics patching methodology is a communication plan. It is important to keep key stakeholders informed of the progress of patch. Mythics provides communication through updates to our customer portal and patching ticket. Our Service Delivery Manage provides updates via email as key components of the patching plan are completed. Create Patch Plan. Mythics will create a patch plan for each patch that needs to be applied to an environment. The patch plan generally consists of: • Pre-Patch activities. Activities that need to occur before the patching begins, such as applying any prerequisites, manual scripting and/or configurations. • Notification/Communication plan. The Mythics team will create a detailed communication plan containing details on who needs to be notified and when through each stage of the patching process. process. • Patch activities. This will be the detailed list of steps that will be executed upon through the patching process. This list of activities will include dates, times, required resources and estimated duration for each activity. • Testing activities. As part of the patch planning, Mythics will work with customer to determine what testing activities need to take place, timeframes for testing and testing responsibilities. The customer will be required to perform any necessary application testing. • Backout procedures. Our patching plans include steps to retract the patch if necessary or if something goes wrong during the patching process. • Post Patch Activities. Activities and actions that need to be performed once the patching is complete. Apply the Patch. Once the scheduled down time, communication plans and patch plans have been developed and approved, Mythics will apply the patch in the designated environment. Notify client. Upon completion of the patch, Mythics will perform a smoke test to ensure environment stability and rectify any unexpected results of the patch application to the environment. Once the smoke test is completed, Mythics will notify the customer that patching has been successfully completed and any customer testing may commence. Mythics will review Oracle Quarterly Security patch advisories for notifications that address security vulnerabilities. Administrative Services As part of our Managed Services offering, Client will have access to several administrative and operational items critical to the Managed Services solution. These are described as follows: Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 30 Service Delivery Manager Mythics includes a Service Delivery Manager (SDM) as part of our Managed Services engagement. The SDM is the primary client point of contact throughout the period of performance and ensures delivery excellence through managing projects, driving issues to resolution, tracking service tickets and metrics, and helping direct the technical team responsible for delivering the services to our customers. Service Desk Mythics will provide access to our Service Desk, a client-specific portal for requesting service and tracking incidents. This is the primary method of contacting Mythics to use the provided OnDemand Hours. The service desk provides a central trouble ticketing system for incident reporting (alongside 24 x 7 phone support), a centralized client architecture and infrastructure repository and a Mythics activity journal for live views into any client activity. Access to the Service Desk will be provided to up to five key individuals at the client (more can be allowed if needed). The Service Desk allows seamless tracking of client incidents and is customized to display client environment information in dropdown boxes (information is collected during the initial deployment phase). The Service Desk Portal will issue alert emails to both the client and Mythics’ contacts assigned to the engagement. Additionally, this Service Desk is used as a repository of information collected over time about the Client database environment. This information may be later used in subsequent time-study reporting to improve system performance and as a repository for frequently asked questions specific to Client systems. All system information and documentation collected during the implementation phase of the project will be made available to the Client team in the Service Desk. Knowledge Base A knowledge base is a repository for “how-to” and troubleshooting information. Knowledge Bases are commonly used by IT Support teams to store and access critical documentation to increase efficiency and collaboration and optimize troubleshooting and service restoration. Mythics will create a dynamic knowledge base of important client environment, background and process information. Mythics’ Knowledge Base will drive the following: • Immediate access to a documented solution, and relevant search results. • Ability to create new articles quickly • Automated organization of content • Communication around key document updates, additions and deletions Managed Services Project Team The Mythics Managed Services team includes individuals with expertise across a variety of technical, management and key industry disciplines, such as ITIL, Oracle Database, Fusion Middleware, Engineered Systems and more. Your services include access to each of these individuals at the appropriate time, and as such, our entire team should have access to your environments and all information pertaining to them. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 31 You will have a primary account team involved in all aspects of our relationship. The dedicated points of contact for your team are listed below: • Service Delivery Manager (SDM) o Client’s Primary contact throughout the MMS contract. o Coordinates all the maintenance activities and is responsible for sending periodic reports o Ensures routine data maintenance and monitoring activities are performed thoroughly and all emergency requests are handled efficiently o Handles all escalations and Monthly meetings o Front-line client satisfaction • Manager of Technical Delivery o Manages technical resources when assigned by SDM o Coordinates staffing for major maintenance events o Conducts training events for Mythics and client personnel when necessary o Delivers key escalation support for technical issues • Executive Sponsor o Escalation support and client satisfaction o Strategic partnership building and guidance Service Allocations The managed services subscription includes up to 40 (forty) hours of administrative effort per month. This allocation is a sizing assumption intended to capture the routine level of effort associated with the environment. Actual demand may vary. Under-utilization will not reduce the fixed fee, and additional services will be treated as overages. Adjustments to this allocation may be made by mutual agreement if requirements materially change. For clarity, unutilized monthly service hours do not accrue, bank, or roll over to subsequent months. Managed Services Term and Renewal The initial term of this Agreement shall be 36 (thirty-six) months from the Effective Date (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically continue on a month-to-month basis under the same terms and conditions unless and until either party provides written notice of its intent to terminate or until the parties execute a new agreement. 10. Invoicing Mythics will bill the Client monthly for the fees outlined below. All invoices are payable within forty-five (45) days from receipt of valid invoice. 11. Fees: Labor & Travel Estimated labor and expense cost for this project, based on the defined scope, assumptions, timelines, roles and responsibilities of all parties are outlined below. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 32 Phase 1: PeopleSoft Upgrade and OCI Project Role Contract Labor Category Primary Delivery Location Estimated Hours Hourly Rate Total Project Manager Sr. Program Manager Remote 1560 $191.00 $297,960.00 OCI Architect Sr. Principal Consultant Remote 260 $237.57 $61,768.20 OCI DBA Sr. Consultant/Engineer Remote 1560 $155.90 $243,204.00 PS HR Lead Principal Consultant Remote 1647 $170.75 $281,225.25 PS Payroll Lead Principal Consultant Remote 1300 $170.75 $221,975.00 PS T&L Lead Principal Consultant Remote 1300 $170.75 $221,975.00 PS Absence Lead Principal Consultant Remote 1474 $170.75 $251,685.50 PS Benefits Lead Principal Consultant Remote 1474 $170.75 $251,685.50 Developer Sr. Application Developer Remote 1560 $170.75 $266,370.00 Developer Application Developer Remote 2210 $155.90 $344,539.00 Developer Consulting/Engineer Remote 1214 $133.00 $161,462.00 Developer Consulting/Engineer Remote 607 $133.00 $80,731.00 Training Lead Sr. Consultant/Engineer Remote 434 $155.90 $67,660.60 Estimated Total Cost $2,752,241.05 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 33 Phase 2: PeopleSoft ePerformance, eComp Implementation Role Contract Labor Category Primary Delivery Location Estimated Hours Hourly Rate Total Project Manager Sr. Program Manager Remote 304 $191.00 $58,064.00 PS HR and Benefits Lead Principal Consultant Remote 520 $170.75 $88,790.00 Performance/eComp Lead Managing Principal Consultant Remote 1,127 $215.30 $242,643.10 Developer Sr. Application Developer Remote 477 $170.75 $81,447.75 Training Lead Sr. Consultant/Engineer Remote 217 $155.90 $33,830.30 Estimated Total Cost $504,775.15 The pricing presented above is based on delivery exclusively through onshore resources. In the event that the Parties mutually determine that offshore resources may be engaged, such resources shall be billed at the offshore rates set forth herein. Utilization of offshore resources shall not commence without the prior written agreement of both Mythics and the Client. Role Contract Labor Category Primary Delivery Location Hourly Rate Developer Associate Consultant Remote/Offshore $90.00 Developer Associate Consultant Remote/Offshore $75.00 Customer will pay out-of-pocket expenses (“Expenses”), such as travel, lodging, food, transportation, and other expenses incurred by the Consultant(s) associated with work performed as set forth in the Description of Services. Expenses will be billed to customer at least monthly. At the time of this writing, estimated expenses are $100,000.00. Mythics will seek prior approval prior to traveling and will follow Federal Travel Regulations. The client fee total will not be exceeded without an approved change order. Client and Mythics will jointly review the project budget and estimate to complete (ETC) monthly. Mythics will use commercially reasonable efforts to complete the project (including Services and Work Products) at or below the estimated total fees. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 34 11.1 Software License, Support, and OCI Subscription Fees Product Term Extended price Oracle PeopleSoft Enterprise Employee Licenses Perpetual $1,254,680.13 Oracle PeopleSoft Enterprise Employee Support 5 years $1,513,575.83 Oracle PaaS and IaaS Universal Credits 12 months $37,810.00 The procurement of Oracle Platform-as-a-Service (PaaS) and Infrastructure-as-a-Service (IaaS) Universal Credits will be executed under the terms and conditions of OMNIA Contract #180233-002, as outlined in Appendix B (Quote ID: CL-CoF-OCI-FY26). Similarly, the acquisition of Oracle PeopleSoft Enterprise Employee Licenses and associated Support will be completed in accordance with the terms of OMNIA Contract #180233-002, as detailed in Appendix D (Quote ID: LS-CF-061825). 11.2 Managed Services Fees Recurring Managed Services Term Monthly Cost Annual Total 3-Year Total Mythics Managed Services – Infrastructure, Database, Patching, and Peoplesoft System Administration Sustainment 36 Months $8,900.00 $106,800.00 $320,400.00 Overages Any services beyond the allocations described above require prior written authorization. Authorized overages will be billed at $220 USD per hour, as follows: Managed Services: Effort beyond the included monthly service level will be billed monthly in arrears. Cost Management No work beyond the included service levels will be undertaken without Company’s prior written authorization. By approving overages, Company assumes responsibility for the associated incremental fees. Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 35 12. Terms and Conditions Mythics is submitting this Statement of Work pursuant to the terms and conditions of OMNIA Partners Master Agreement Number 180233-002, between Maricopa County, AZ and Mythics, LLC, fully executed on 12 December 2018, and the Exhibit I Professional Services Terms attached thereto. Any additional terms amended to this order must be mutually agreed to by the Parties, and in the event of a conflict, Mythics’ OMNIA Maricopa Contract terms and conditions shall govern. 13. Signatures IN WITNESS WHEREOF, the parties have caused this SOW to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of this SOW duly authorized by all necessary and appropriate legal action to commit the organization he represents to the terms and conditions of this SOW. Accepted by: CLIENT NAME Mythics, LLC. Name: Title: (Authorized Signatory) Signature: Jonathan Smith Director of Contracts Mailing Address: Mythics, LLC. 4525 Main Street, Suite 1500 Virginia Beach, VA 23462 Date: Phone: (757) 412-4362 Email: ConsultingContracts@mythics.com Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 36 Appendix A – Service Level Agreements Severity Level Description Response Time Update Schedule (OCI Environment issues) Severity Level 1 Critical Business Impact Client major application or mission critical system is stopped or so severely impacted that they cannot reasonably continue work. Client resources must be made available in Severity Level 1 situation and reasonably cooperate with Mythics to resolve the issue. Severity Level 1 problems could have the following characteristics: • System hang or crash situations • Data loss or data corruption • Critical functionality not available <=15 minutes • 1 hour • Update Client as set forth below in Table 5 Severity Level 2 Significant Business Impact Client production primary business services, major applications, or mission critical systems are functioning with limited capabilities or are unstable with periodic interruptions. The software may be operating but is severely restricted. Severity Level 2 problems could have the following characteristics: • Application error or failure forcing a restart or recovery • Severely degraded performance • Functionality unavailable but the system can operate in a restricted fashion. <= 15 minutes • 2 hours • Update Client as set forth below in Table 5 Severity Level 3 Minimal Business Impact Minor product features unavailable but a workaround exists, and most of software functions are still useable. Client work has minor loss of operational functionality. Severity Level 3 problems could have the following characteristics: • Error message with workaround • Minimal performance degradation • Incorrect product behavior with minor impact • Oracle functionality or configuration issue during implementation • Issues in Development /Test environment 1 business day • 3 business days • Update Client as set forth below in Table 5 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 37 Mythics shall provide written status reports as follows (i) Incident tickets for Severity 1 and 2 and (ii) all Service Request tickets within the timescales set forth in the Table below. These status reports shall include estimated Restore and close dates. Severity Status Report Period* 1 Every 2 hours 2 Every 8 hours 3 Every 7 days 4 Every 14 days *from notification by Client to Mythics of an issue Tickets will be closed by mutual agreement between the Client and Mythics, which agreement will not be unreasonably withheld or delayed. A. Service Exclusions Excluded Services. Services rendered under agreement do not include: 1. Maintenance of applications software packages, whether acquired from us or any other source, unless the SOW specifically includes the application software support; 2. Periods of scheduled maintenance and required repairs; 3. Causes beyond our control; 4. Downtimes that occur as a result of environmental issues; 5. interruption or failure of telecommunications or digital transmission links or Internet slow-downs or failures; 6. 3rd party patches to Client’s Network or patches to applications; 7. Out-of-date Client contact information; 8. Any major changes, such as a version upgrade or complete reinstallation in operating system or application; 9. Any major change such as a version upgrade or replacement in major application such as ERP or Accounting Systems; 10. Activities related to any lawsuit, legal inquiry, e-discovery or other unforeseen request; 11. Peripherals external to Client’s Network, including but not limited to 3rd party wireless keyboards, copiers, printers, Network hubs and switches and Network routers; 12. Client data, Client applications, and other aspects of Client’s Network that may be corrupted or may not function Severity Level Description Response Time Update Schedule (OCI Environment issues) Severity Level 4 Nominal Business Impact Minor problem or question that does not affect the software function such as documentation, general questions, or enhancement requests. There is no impact to product usage or Client's operations. Severity Level 4 problems could have the following characteristics: • General requests for advice on usage • Clarification on product documentation or release notes • Product enhancement request 1 business day • 5 business days Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Net-New Line Oracle Cloud Credit Service Credit Funded Allocation Item Cloud Service Part Number Period Period Quantity Value 1 Oracle PaaS and IaaS Universal Credits B88206 Annual 12 Months 37810 37,810.00 $37,810.00 $37,810.00 Data Center Region: Customer Selected *TOTAL FUNDED ALLOCATION VALUE *Applicable State taxes will be added unless an exemption is provided. Electronic Delivery: By confirming, referencing or placing an order based on this quote, you are agreeing that the software products or cloud services being purchased are for electronic delivery only and there is no transfer of tangible property. 4525 Main St.,Suite 1500 Virginia Beach, VA 23462 Fed Tax ID# 54-1987871 Sales Rep: Eric Dunnet Phone: (856)308-0886 Email: edunnet@mythics.com Company Name: City of Fresno Contact Name: Dennis Jones Email: dennis.jones@fresno.gov Phone: 559-498-9173 Estimate Number: CL-CoF-OCI-FY26 Estimate Prepared On: 7/17/2025 Price Valid Through: 12/29/2025 Terms and Conditions Please note that Mythics, LLC is the official entity name, however, we are doing business as “Mythics VIII, LLC” under the California Secretary of State approved alternate name to comply with Corporations Code section 201(b). This estimate is an invitation to you to purchase products and/or services from Mythics. Your order is subject to Mythics' acceptance and to applicable Oracle terms and conditions per reference to an existing agreement/contract or a newly excuted agreement accompanying your order. The pricing set forth in this quote is contingent upon all terms and conditions set forth in this quote, including but not limited to the cash/cash equivalent payment terms, therefore changes to this quote including use of credit cards or accounts payable automation platforms that charge fees will not be accepted unless you agree to remit payment for those additional fees. Not applicable in California By placing an order off this quote, You agree to grant Mythics read access to usage and cost report objects (only) for your tenancy(ies) which allows Mythics to access Your actual usage and any related charges of the metered billing cloud services ordered. The services period for the cloud services commences on the date stated in this ordering document. If no date is specified, then the "Cloud Servcies Start Date" for each cloud service will be the date that the end user is issued access that enables the end user to activate the end user's cloud services (the "Cloud Services Start Date"). You acknowledge that in reliance on this order, Mythics will issue a non-cancellable order with its supplier for products or ser vices purchased. he pricing set forth in this quote is contingent upon all terms and conditions set forth in this quote, including but not limited to the cash/cash equivalent payment terms, therefore changes to this quote including use of credit cards or accounts payable automation platforms that charge fees will not be accepted unless you agree to remit payment for those additional fees.Not applicable in California Non-Payment will constitute an immediate default of this contract and upon notice from Mythics, End-User shall be prohibited from continued use of software licensed and/or services until payment has been received in full for outstanding balance. You agree that Mythics has the right to terminate your services or support with Oracle due to non-payment. Funded Allocation Model and Additional Fees for Any Increased Usage/Capacity End User Terms As described in the Oracle PaaS and IaaS Universal Credits -Service Descriptions document available at http://www.oracle.com/contracts, the following terms apply to your Oracle PaaS and IaaS Universal Credits. Under the "Funded Allocation Model", Oracle allows You the flexibility to fund an annual amount to Oracle as specified in the "Funded Allocation Value" in Your order, which is to be applied towards the future usage of eligible Oracle IaaS and PaaS Cloud Services specified in the rate card attached to Your order or as seen in the Cloud Portal provided such Cloud Services are available in production release when ordered, at the fees specified in the rate card. The total Funded Allocation Value of Your order is reflected in the "Funded Allocation Value" column and the applicable Services Period for that value will be as specified in Your order. Oracle will invoice you monthly in arrears based on your actual usage for the prior month at the rates for each activated Oracle IaaS and PaaS Cloud Service as defined in Your order. Please note: by issuing an order in reference to this quote you represent that you are authorized to commit to a funded allocation model payment structure **INCLUDING OVERAGE PAYMENTS** as described below and this obligation shall supersede any contradictory buyer terms as a fundamental requirement of the type of licensing priced on this quote. Overage If, at the end of any month during the Services Period, You have exceeded the Funded Allocation Value, You must provide additional funding for Your usage, or You must cease to use the applicable Cloud Services. If you have exceeded the Funded Allocation Value and You have not ended Your use of the Services, You will be subject to overage fees. Oracle will invoice the Oracle Partner for the excess usage of the Oracle IaaS and PaaS Cloud Service at the Overage Unit Net Price specified in the rate card of Your order or as seen in the Cloud Portal;Oracle will send invoices for the additional usage to the Oracle Partner at the Billing Contact provided to Oracle by the Oracle Partner. The Oracle Partner is responsible for all additional usage fees and such fees shall be payable to Oracle as stated in the applicable Oracle invoice. If You placed Your order for Funded Allocation Value through an Oracle Partner and the corresponding order between Oracle and the Oracle Partner provides that You will be invoiced by Oracle, then You acknowledge that Oracle will invoice You for, Your excess usage. You shall ensure that Your order with the Oracle Partner indicates whether You agreed to be invoiced by Oracle for Your excess usage in this manner. You may set quotas, alerts and use other monitoring tools within the Cloud Portal to assist You in managing and tracking Your usage. Additional Services If Oracle adds additional service offerings to the list of eligible Oracle IaaS and PaaS Cloud Services within Your Cloud Services Account during the Services Period, You may activate and use those service offerings and the discount will be applied based on the Cloud Service category discount specified in the rate card attached to Your order or as seen in the Cloud Portal. The development, release, and timing of any future features, functionality or service offerings remains at the sole discretion of Oracle Corporation. Replenishment of Account at End of Services Period If you are continuing to use services after the end of the Services Period specified in Your order and You have not extended the Services period and increased the Funded Allocation Value for use of eligible Oracle IaaS and PaaS Cloud Services, You will be charged for the actual usage of all services that You activate and/or have activated within Your Cloud Services Account based on Oracle's then current price list for such services, which can be found at https://cloud.oracle.com/en_US/ucpricing. Upon extending the term of the Services Period and increasing the amount of the Funded Allocation Value through a new order or modification of Your existing order, You will receive the Cloud Services category discounts specified in the rate card attached to Your new order or modification of the existing order or as seen in the Cloud Portal. Roving Edge Parts. Roving Edge Infrastructure parts are limited-availability parts. This order is not eligible for any Roving Edge Infrastructure products or services, even if a Roving Edge part number is specified in the Rate Card of this order or seen in the Cloud Portal. No Auto-Renewal Notwithstanding any statement to the contrary in the Service Specifications, You expressly agree that the Services acquired under this order will not auto-renew. Data Center Region Availability for UCM Platform and data center region availability information for Oracle Platform as a Service (PaaS) Cloud Services and for Oracle Infrastructure as a Service (IaaS) Cloud Services is provided on the Oracle Cloud Portal at https://cloud.oracle.com/data-regions. AI End User Terms "End User Terms: AI Terms The Oracle Artificial Intelligence Terms ("AI Terms") apply to artificial intelligence ("AI") systems, and Your and Your Users use of related AI functionality, that is included in Your Cloud Services. The AI Terms are included in the Service Specifications for Your Cloud Services and remain subject to update pursuant to the terms of Your Agreement. A current version of the AI Terms may be accessed at https://www.oracle.com/contracts/. Support Discount for Cloud Consumption During the Services Period of the OCI Services under this order, You will receive from Oracle a discount of 0.25 US Dollars (the "Discount") for every 1 US Dollars of Oracle Cloud Infrastructure Cloud Services ("OCI Services") that You consume during the Services Period. The Discount will be expressed as dollars, and You may apply it to reduce the amount owed for renewals of Software Update License & Support of Oracle Technology Programs up to (i) 100% of the total amount owed when such services are renewed through Oracle America, Inc., and (ii) 75% of the total amount owed when such services are renewed through an authorized reseller. Your right to receive the Discount, and apply it towards renewals of Software Update License & Support for Oracle Technology Programs, is subject to the following: (a) the Discount will not accrue for (i) OCI Services SKUs that are assigned to a Non Discount Eligible Cloud Services category in the applicable service description, (ii) OCI Services that are consumed pursuant to a Pay as You Go model as described in the applicable service description, (iii) Third Party Products available via the Cloud Marketplace, or (iv) non-metered OCI Services SKUs; (b) You may only apply the Discount towards the pre-tax value of renewals of Software Update License & Support for Oracle Technology Programs listed on the then current Oracle Technology Global Price List and not for any other support offering (e.g., not for first year Software Update License & Support nor for hardware support); not withstanding the foregoing, if Software Update License & Support is no longer being provided for an Oracle Technology Program, then You may apply the Discount towards the pre-tax value of renewals of the then available support for the applicable Oracle Technology Program (e.g., sustaining support); (c) the Discount will be issued monthly in arrears and will be valid for 12 months from the date of issuance of the applicable Discount; (d) You will start accruing towards Your first Discount at the start of the Services Period for this order; and (e) You understand that if the OCI Services under this order is terminated due to Your breach of the terms of Your applicable agreement with Oracle or this order, then You will cease earning any Discounts starting from the effective date of termination; furthermore, if termination is due to any failure to pay any fees for the OCI Services under this order, any Discounts accrued, and which remain unused as of the effective date of termination, will be deleted from Your Discount account. You may access any Discount obtained pursuant to this section through electronic dashboard(s) in Your Oracle Cloud Portal ("dashboards"). In the event the dashboards refer to available "rewards" or "support rewards", for the purposes of this order, such references will be deemed to refer to the amount of Your Discount in accordance with the terms of this section. In addition, notwithstanding any terms that may be specified in the dashboards, the Discount will be governed by the terms of this section. Please include the following statements on your order: Vendor: Mythics, LLC d/b/a Mythics VIII, LLC Address: 4525 Main St. Suite 1500 Virginia Beach, VA 23462 This order is placed pursuant to the terms and conditions of: OMNIA Contract # 180233-002 (US Communities/Maricopa) Reference Mythics Quote Number: CL-CoF-OCI-FY26 Cloud Services Payment Terms: Monthly in Arrears, Net 45 Form: Quote 102723 Appendix B Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Rate Card Pricing for IaaS/PaaS Public Cloud Services B88206 - Oracle PaaS and IaaS Universal Credits Cloud Service Category Discounts Cloud Service Category Discount % Roving Edge Services 0 Management Cloud Service 0 Compute Cloud at Customer 0 Big Data Cloud Service 0 Application Development Cloud Service 0 Content Management Cloud Service 0 Analytics Cloud Service 0 Storage Cloud Service 0 Security and Identity Management Cloud Service 0 Enterprise Integration Cloud Service 0 Data Integration Cloud Service 0 Network Cloud Service 0 Compute Cloud Service 0 Data Management Cloud Service 0 Oracle GPU Cloud Services 0 Not Discount Eligible 0 Usage Item Description Metric List Price Overage Net Unit Price Roving Edge Services B109492 - Roving Edge Device-RED.2 Compute Resource Possession Per Day 80.0 80.0 B109493 - Roving Edge Device-RED.2 GPU Resource Possession Per Day 100.0 100.0 B109494 - Roving Edge Device-RED.2.STG Storage Resource Possession Per Day 95.0 95.0 B109496 - Roving Edge Device-RED.2 Ruggedized Case Resource Possession Per Day 10.0 10.0 B92615 - Roving Edge Device-Compute Optimized-Ruggedized Resource Possession Per Day 160.0 160.0 B93039 - Roving Edge Device-Compute Optimized-Standard Resource Possession Per Day 160.0 160.0 B95228 - Roving Edge Ultra Resource Possession Per Day 45.0 45.0 Management Cloud Service B108764 - Oracle Cloud Infrastructure-Vulnerability Detection and Patching-External Databases Host CPU Core Per Hour 0.05 0.05 B108765 - Oracle Cloud Infrastructure-Vulnerability Detection and Patching-External Databases BYOL Host CPU Core Per Hour 0.025 0.025 B108773 - Oracle Cloud Infrastructure-SQL Performance Watch External DB Host CPU Core Per Month 40.0 40.0 B109358 - Oracle Cloud Infrastructure-MySQL Database-Oracle Ops Insights for MySQL HeatWave OCPU Per Hour 0.015 0.015 B109359 - Oracle Cloud Infrastructure-MySQL Database-Oracle Ops Insights for MySQL HeatWave ECPU Per Hour 0.0075 0.0075 B110475 - Oracle-Cloud Infrastructure-Fleet Application Management Service 1 Managed Resource Per Month 0 - 25 0.0 0.0 1 Managed Resource Per Month 25 - 999999999999999 2.604 2.604 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 5 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B110625 - Oracle Cloud Infrastructure-MySQL Database- Database Management for MySQL HeatWave ECPU Per Hour 0.0075 0.0075 B110986 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Stack Monitoring-Enterprise Edition for GPU Infrastructure GPU Monitoring Unit Per Hour 0.07 0.07 B111087 - Oracle Cloud Infrastructure Ops Insights for Warehouse-Instance ECPU Per Hour 0.2688 0.2688 B92809 - Oracle Cloud Infrastructure Log Analytics-Archival Storage Logging Analytics Storage Unit Per Hour 0.02 0.02 B92888 - Oracle Cloud Infrastructure Ops Insights for Oracle Autonomous Databases-Basic OCPU Per Hour 0.0 0.0 B92889 - Oracle Cloud Infrastructure Ops Insights for Oracle Cloud Databases OCPU Per Hour 0.015 0.015 B92890 - Oracle Cloud Infrastructure Ops Insights for External Oracle Databases and Host Host CPU Core Per Hour 0.015 0.015 B92940 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Tracing Data-Free 1,000 Events Per Hour 0.0 0.0 B92941 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Tracing Data 100,000 Events Per Hour 0.65 0.65 B92942 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Synthetic Usage 10 Monitor Runs Per Hour 0.02 0.02 B93082 - Oracle Cloud Infrastructure-Database Management- External DB BYOL Host CPU Core Per Hour 0.025 0.025 B93083 - Oracle Cloud Infrastructure-Database Management- External DB Host CPU Core Per Hour 0.05 0.05 B93426 - Oracle Cloud Infrastructure-Database Management- Cloud Databases OCPU Per Hour 0.05 0.05 B93705 - Oracle Cloud Infrastructure Ops Insights for Warehouse-Extract Gigabyte Per Month 2.0 2.0 B93706 - Oracle Cloud Infrastructure Ops Insights for Warehouse-Instance OCPU Per Hour 0.5377 0.5377 B95634 - Oracle Cloud Infrastructure Log Analytics-Active Storage Logging Analytics Storage Unit Per Month 0 - 35 372.0 372.0 Logging Analytics Storage Unit Per Month 35 - 103 260.4 260.4 Logging Analytics Storage Unit Per Month 103 - 999999999999999 223.2 223.2 B96199 - Oracle Cloud Infrastructure Ops Insights for Oracle Autonomous Databases-Basic ECPU Per Hour 0.0 0.0 B96200 - Oracle Cloud Infrastructure Database Management for Oracle Cloud Databases ECPU Per Hour 0.025 0.025 B96629 - Oracle Cloud Infrastructure-Application Performance Monitoring Service-Synthetic Usage-Free 10 Monitor Runs Per Hour 0.0 0.0 B97140 - Oracle Cloud Infrastructure Ops Insights for Oracle Cloud Databases ECPU Per Hour 0.0075 0.0075 B99259 - Oracle Cloud Infrastructure-Application Performance Monitoring Service-Stack Monitoring-Enterprise Edition 10 Monitored Resources Per Hour 0.38 0.38 Compute Cloud at Customer B111450 - Oracle Compute Cloud@Customer-Compute-E6- Resource Commit OCPU Per Hour 0.0045 0.0045 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 6 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B111451 - Oracle Compute Cloud@Customer-Compute-E6 OCPU Per Hour 0.0255 0.0255 B111452 - Oracle Compute Cloud@Customer-Compute-E6- Memory-Resource Commit Gigabytes Per Hour 0.0004 0.0004 B111453 - Oracle Compute Cloud@Customer-Compute-E6- Memory Gigabytes Per Hour 0.0016 0.0016 B111454 - Oracle Compute Cloud@Customer-Compute- GPU.L40S-Resource Commit GPU Per Hour 0.6 0.6 B111455 - Oracle Compute Cloud@Customer-Compute- GPU.L40S GPU Per Hour 2.9 2.9 B111456 - Oracle Compute Cloud@Customer-Balanced Storage-Resource Commit Gigabyte Storage Capacity Per Month 0.0055 0.0055 B111457 - Oracle Compute Cloud@Customer-Block Volume Storage-Balanced Gigabyte Storage Capacity Per Month 0.037 0.037 B111458 - Oracle Compute Cloud@Customer-File Storage Gigabyte Storage Capacity Per Month 0.2945 0.2945 B111459 - Oracle Compute Cloud@Customer-Object Storage Gigabyte Storage Capacity Per Month 0.02 0.02 B111460 - Oracle Compute Cloud@Customer-Performance Storage-Resource Commit Gigabyte Storage Capacity Per Month 0.011 0.011 B111461 - Oracle Compute Cloud@Customer-Block Volume Storage-Performance Gigabyte Storage Capacity Per Month 0.0485 0.0485 B111462 - Oracle Compute Cloud@Customer Infrastructure-E6 Compute with up to 552 OCPUs and 6.7 TB Memory-Isolated Resource Possession Per Day 420.0 420.0 B111463 - Oracle Compute Cloud@Customer Infrastructure- GPU Compute with up to 4 GPUs, 48 GB GPU Memory, 104 OCPUs and 960 GB CPU Memory-Isolated Resource Possession Per Day 190.0 190.0 B111464 - Oracle Compute Cloud@Customer Infrastructure- Balanced Storage-Isolated Resource Possession Per Day 130.0 130.0 B111465 - Oracle Compute Cloud@Customer Infrastructure- Performance Storage-Isolated Resource Possession Per Day 70.0 70.0 Big Data Cloud Service B108080 - Oracle Cloud Infrastructure Generative AI-Large Meta 10,000 Transactions 0.0018 0.0018 B108085 - Oracle Cloud Infrastructure Generative AI-Large Meta-Dedicated AI Unit Per Hour 12.0 12.0 B108711 - Oracle Cloud Infrastructure-Language-Dedicated Inferencing-Healthcare Inferencing Unit Hour 20.0 20.0 B110461 - Oracle Cloud Infrastructure Generative AI Agents 10,000 Transactions 0.003 0.003 B110462 - Oracle Cloud Infrastructure Generative AI Agents- Knowledge Base Storage Gigabyte Storage Per Hour 0.0084 0.0084 B110463 - Oracle Cloud Infrastructure Generative AI Agents- Data Ingestion 10,000 Transactions 0.0003 0.0003 B110517 - Oracle Cloud Infrastructure Generative AI-Meta Llama 3.1 405B 10,000 transactions 0.0267 0.0267 B110617 - Oracle Cloud Infrastructure-Vision-Stored Video Analysis Processed Video Minute 0 - 1000 0.0 0.0 Processed Video Minute 1000 - 999999999999999 0.1 0.1 B110679 - Oracle Cloud Infrastructure Generative AI-Meta Llama 3.2 90B Vision 10,000 Transactions 0.005 0.005 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 7 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B111035 - Oracle Cloud Infrastructure Generative AI-Meta Llama 4 Scout 10,000 Transactions 0.0018 0.0018 B111036 - Oracle Cloud Infrastructure Generative AI-Meta Llama 4 Maverick 10,000 Transactions 0.0018 0.0018 B111539 - Oracle Cloud Infrastructure-Vision-Stream Video Analysis Processed Video Minute 0.15 0.15 B93423 - Oracle Cloud AI Services-Language-Pre-trained Inferencing 1,000 Transactions 0 - 5 0.0 0.0 1,000 Transactions 5 - 999999999999999 0.25 0.25 B93555 - Oracle Big Data Service OCPU Per Hour 0.015 0.015 B94896 - Oracle Cloud Infrastructure-Speech Transcription Hour 0 - 5 0.0 0.0 Transcription Hour 5 - 999999999999999 0.35 0.35 B94973 - Oracle Cloud Infrastructure-Vision-Image Analysis 1,000 Transactions 0 - 5 0.0 0.0 1,000 Transactions 5 - 999999999999999 0.25 0.25 B94974 - Oracle Cloud Infrastructure-Vision-OCR 1,000 Transactions 0 - 5 0.0 0.0 1,000 Transactions 5 - 999999999999999 1.0 1.0 B94977 - Oracle Cloud Infrastructure-Vision-Custom Training Training Hour 0 - 15 0.0 0.0 Training Hour 15 - 999999999999999 1.5 1.5 B95917 - Oracle Cloud Infrastructure-Language-Custom Inferencing 1000 Transactions 3.5 3.5 B95918 - Oracle Cloud Infrastructure-Language-Custom Inferencing-Dedicated Inferencing Unit Hour 0 - 15 0.0 0.0 Inferencing Unit Hour 15 - 999999999999999 1.5 1.5 B95919 - Oracle Cloud Infrastructure-Language-Custom Training Training Hour 0 - 15 0.0 0.0 Training Hour 15 - 999999999999999 1.5 1.5 B95920 - Oracle Cloud Infrastructure-Language-Text Translation 1000 Transactions 0 - 1 0.0 0.0 1000 Transactions 1 - 999999999999999 10.0 10.0 B96110 - Oracle Cloud Infrastructure-Document Understanding- OCR 1,000 Transactions 0 - 5 0.0 0.0 1,000 Transactions 5 - 999999999999999 1.0 1.0 B96111 - Oracle Cloud Infrastructure-Document Understanding- Document Properties 1,000 Transactions 0 - 5 0.0 0.0 1,000 Transactions 5 - 999999999999999 0.25 0.25 B96112 - Oracle Cloud Infrastructure-Document Understanding- Document Extraction 1,000 Transactions 0 - 5 0.0 0.0 1,000 Transactions 5 - 999999999999999 10.0 10.0 B96113 - Oracle Cloud Infrastructure-Document Understanding- Custom Training Training Hour 0 - 15 0.0 0.0 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 8 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price Training Hour 15 - 999999999999999 1.5 1.5 B97193 - Oracle Cloud Infrastructure-Document Understanding- Custom Document Properties 1,000 Transactions 0 - 5 0.0 0.0 1,000 Transactions 5 - 999999999999999 1.5 1.5 B97194 - Oracle Cloud Infrastructure-Document Understanding- Custom Document Extraction 1,000 Transactions 0 - 5 0.0 0.0 1,000 Transactions 5 - 999999999999999 30.0 30.0 Application Development Cloud Service B108130 - Oracle Backend for Spring Boot and Microservices- Standard Edition-Marketplace Each 0.0 0.0 B109545 - Oracle Blockchain Platform Enterprise Edition for Oracle Cloud Infrastructure OCPU Per Hour 0.4301 0.4301 B109565 - Oracle Cloud Infrastructure-Blockchain Platform Cloud Service-Digital Assets OCPU Per Hour 1.0161 1.0161 B89646 - Oracle Visual Builder OCPU Per Hour 1.2365 1.2365 B90203 - Oracle Visual Builder Studio-Additional Storage Gigabyte Storage Capacity Per Month 1.6 1.6 B90260 - Oracle Digital Assistant Cloud Service Request 0.0232 0.0232 B90304 - Oracle Mobile Hub Cloud Service Request 0.0028 0.0028 B91346 - Oracle WebLogic Server Enterprise Edition for Oracle Cloud Infrastructure OCPU Per Hour 0.2581 0.2581 B91347 - Oracle WebLogic Suite for Oracle Cloud Infrastructure OCPU Per Hour 0.4646 0.4646 B92302 - Oracle Cloud Infrastructure-Blockchain Platform Cloud Service-Standard OCPU Per Hour 0.215 0.215 B92303 - Oracle Cloud Infrastructure-Blockchain Platform Cloud Service-Enterprise OCPU Per Hour 0.4301 0.4301 B92304 - Oracle Cloud Infrastructure-Blockchain Platform Cloud Service-Storage Terabyte Storage Capacity Per Month 70.4 70.4 B92305 - Oracle Cloud Infrastructure-Blockchain Platform Cloud Service-Enterprise-BYOL OCPU Per Hour 0.3226 0.3226 B92913 - Oracle WebLogic Server Enterprise Edition for Oracle Cloud Infrastructure Container Engine for Kubernetes OCPU Per Hour 0.2581 0.2581 B92914 - Oracle WebLogic Server Suite for Oracle Cloud Infrastructure Container Engine for Kubernetes OCPU Per Hour 0.4646 0.4646 B96582 - Oracle Tuxedo for Oracle Cloud Infrastructure OCPU Per Hour 0.5433 0.5433 B96583 - Oracle Tuxedo Enterprise Edition for Oracle Cloud Infrastructure OCPU Per Hour 0.8149 0.8149 B96584 - Oracle Tuxedo Mainframe Modernization Runtimes for Oracle Cloud Infrastructure OCPU Per Hour 1.0866 1.0866 Content Management Cloud Service B108776 - WebCenter Imaging For Oracle Cloud Infrastructure OCPU Per Hour 0.6394 0.6394 B108777 - WebCenter Enterprise Capture For Oracle Cloud Infrastructure OCPU Per Hour 0.417 0.417 B108778 - WebCenter Enterprise Capture Standard Edition For Oracle Cloud Infrastructure OCPU Per Hour 0.2085 0.2085 B108779 - WebCenter Sites For Oracle Cloud Infrastructure OCPU Per Hour 0.695 0.695 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 9 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B108780 - WebCenter Sites Satellite Server For Oracle Cloud Infrastructure OCPU Per Hour 0.1738 0.1738 B108781 - WebCenter Portal For Oracle Cloud Infrastructure OCPU Per Hour 0.8688 0.8688 B108782 - WebCenter Forms Recognition For Oracle Cloud Infrastructure OCPU Per Hour 0.695 0.695 B108783 - WebCenter Content For Oracle Cloud Infrastructure OCPU Per Hour 1.1989 1.1989 B108784 - WebCenter Universal Content Management For Oracle Cloud Infrastructure OCPU Per Hour 0.7993 0.7993 B95279 - Media Services-Media Flow-Standard-H264-SD-Below 30fps Minute of Output Media Content 0.001 0.001 B95280 - Media Services-Media Flow-Standard-H264-SD- Above 30fps and Below 60fps Minute of Output Media Content 0.002 0.002 B95281 - Media Services-Media Flow-Standard-H264-SD- Above 60fps and Below 120fps Minute of Output Media Content 0.003 0.003 B95282 - Media Services-Media Flow-Standard-H264-HD- Below 30fps Minute of Output Media Content 0.003 0.003 B95283 - Media Services-Media Flow-Standard-H264-HD- Above 30fps and Below 60fps Minute of Output Media Content 0.004 0.004 B95284 - Media Services-Media Flow-Standard-H264-HD- Above 60fps and Below 120fps Minute of Output Media Content 0.01 0.01 B95285 - Media Services-Media Flow-Standard-H264-4k-Below 30fps Minute of Output Media Content 0.015 0.015 B95286 - Media Services-Media Flow-Standard-H264-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.018 0.018 B95287 - Media Services-Media Flow-Standard-H264-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.036 0.036 B95288 - Media Services-Media Flow-Standard-VP8-SD-Below 30fps Minute of Output Media Content 0.003 0.003 B95289 - Media Services-Media Flow-Standard-VP8-SD-Above 30fps and Below 60fps Minute of Output Media Content 0.004 0.004 B95290 - Media Services-Media Flow-Standard-VP8-SD-Above 60fps and Below 120fps Minute of Output Media Content 0.007 0.007 B95291 - Media Services-Media Flow-Standard-VP8-HD-Below 30fps Minute of Output Media Content 0.008 0.008 B95292 - Media Services-Media Flow-Standard-VP8-HD-Above 30fps and Below 60fps Minute of Output Media Content 0.01 0.01 B95293 - Media Services-Media Flow-Standard-VP8-HD-Above 60fps and Below 120fps Minute of Output Media Content 0.015 0.015 B95294 - Media Services-Media Flow-Standard-VP8-4k-Below 30fps Minute of Output Media Content 0.036 0.036 B95295 - Media Services-Media Flow-Standard-VP8-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.04 0.04 B95296 - Media Services-Media Flow-Standard-VP8-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.05 0.05 B95297 - Media Services-Media Flow-Standard-H265VP9-SD- Below 30fps Minute of Output Media Content 0.005 0.005 B95298 - Media Services-Media Flow-Standard-H265VP9-SD- Above 30fps and Below 60fps Minute of Output Media Content 0.007 0.007 B95299 - Media Services-Media Flow-Standard-H265VP9-SD- Above 60fps and Below 120fps Minute of Output Media Content 0.012 0.012 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 10 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B95300 - Media Services-Media Flow-Standard-H265VP9-HD- Below 30fps Minute of Output Media Content 0.01 0.01 B95301 - Media Services-Media Flow-Standard-H265VP9-HD- Above 30fps and Below 60fps Minute of Output Media Content 0.02 0.02 B95302 - Media Services-Media Flow-Standard-H265VP9-HD- Above 60fps and Below 120fps Minute of Output Media Content 0.03 0.03 B95303 - Media Services-Media Flow-Standard-H265VP9-4k- Below 30fps Minute of Output Media Content 0.026 0.026 B95304 - Media Services-Media Flow-Standard-H265VP9-4k- Above 30fps and Below 60fps Minute of Output Media Content 0.05 0.05 B95305 - Media Services-Media Flow-Standard-H265VP9-4k- Above 60fps and Below 120fps Minute of Output Media Content 0.063 0.063 B95306 - Media Services-Media Flow-Speed-H264-SD-Below 30fps Minute of Output Media Content 0.002 0.002 B95307 - Media Services-Media Flow-Speed-H264-SD-Above 30fps and Below 60fps Minute of Output Media Content 0.003 0.003 B95308 - Media Services-Media Flow-Speed-H264-SD-Above 60fps and Below 120fps Minute of Output Media Content 0.004 0.004 B95309 - Media Services-Media Flow-Speed-H264-HD-Below 30fps Minute of Output Media Content 0.004 0.004 B95310 - Media Services-Media Flow-Speed-H264-HD-Above 30fps and Below 60fps Minute of Output Media Content 0.005 0.005 B95311 - Media Services-Media Flow-Speed-H264-HD-Above 60fps and Below 120fps Minute of Output Media Content 0.012 0.012 B95312 - Media Services-Media Flow-Speed-H264-4k-Below 30fps Minute of Output Media Content 0.018 0.018 B95313 - Media Services-Media Flow-Speed-H264-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.02 0.02 B95314 - Media Services-Media Flow-Speed-H264-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.04 0.04 B95315 - Media Services-Media Flow-Speed-VP8-SD-Below 30fps Minute of Output Media Content 0.005 0.005 B95316 - Media Services-Media Flow-Speed-VP8-SD-Above 30fps and Below 60fps Minute of Output Media Content 0.006 0.006 B95317 - Media Services-Media Flow-Speed-VP8-SD-Above 60fps and Below 120fps Minute of Output Media Content 0.008 0.008 B95318 - Media Services-Media Flow-Speed-VP8-HD-Below 30fps Minute of Output Media Content 0.012 0.012 B95319 - Media Services-Media Flow-Speed-VP8-HD-Above 30fps and Below 60fps Minute of Output Media Content 0.015 0.015 B95320 - Media Services-Media Flow-Speed-VP8-HD-Above 60fps and Below 120fps Minute of Output Media Content 0.018 0.018 B95321 - Media Services-Media Flow-Speed-VP8-4k-Below 30fps Minute of Output Media Content 0.048 0.048 B95322 - Media Services-Media Flow-Speed-VP8-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.05 0.05 B95323 - Media Services-Media Flow-Speed-VP8-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.06 0.06 B95324 - Media Services-Media Flow-Speed-H265VP9-SD- Below 30fps Minute of Output Media Content 0.006 0.006 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 11 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B95325 - Media Services-Media Flow-Speed-H265VP9-SD- Above 30fps and Below 60fps Minute of Output Media Content 0.008 0.008 B95326 - Media Services-Media Flow-Speed-H265VP9-SD- Above 60fps and Below 120fps Minute of Output Media Content 0.015 0.015 B95327 - Media Services-Media Flow-Speed-H265VP9-HD- Below 30fps Minute of Output Media Content 0.012 0.012 B95328 - Media Services-Media Flow-Speed-H265VP9-HD- Above 30fps and Below 60fps Minute of Output Media Content 0.025 0.025 B95329 - Media Services-Media Flow-Speed-H265VP9-HD- Above 60fps and Below 120fps Minute of Output Media Content 0.036 0.036 B95330 - Media Services-Media Flow-Speed-H265VP9-4k- Below 30fps Minute of Output Media Content 0.05 0.05 B95331 - Media Services-Media Flow-Speed-H265VP9-4k- Above 30fps and Below 60fps Minute of Output Media Content 0.06 0.06 B95332 - Media Services-Media Flow-Speed-H265VP9-4k- Above 60fps and Below 120fps Minute of Output Media Content 0.075 0.075 B95333 - Media Services-Media Flow-Quality-H264-SD-Below 30fps Minute of Output Media Content 0.003 0.003 B95334 - Media Services-Media Flow-Quality-H264-SD-Above 30fps and Below 60fps Minute of Output Media Content 0.004 0.004 B95335 - Media Services-Media Flow-Quality-H264-SD-Above 60fps and Below 120fps Minute of Output Media Content 0.005 0.005 B95336 - Media Services-Media Flow-Quality-H264-HD-Below 30fps Minute of Output Media Content 0.005 0.005 B95337 - Media Services-Media Flow-Quality-H264-HD-Above 30fps and Below 60fps Minute of Output Media Content 0.006 0.006 B95338 - Media Services-Media Flow-Quality-H264-HD-Above 60fps and Below 120fps Minute of Output Media Content 0.015 0.015 B95339 - Media Services-Media Flow-Quality-H264-4k-Below 30fps Minute of Output Media Content 0.024 0.024 B95340 - Media Services-Media Flow-Quality-H264-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.03 0.03 B95341 - Media Services-Media Flow-Quality-H264-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.05 0.05 B95342 - Media Services-Media Flow-Quality-VP8-SD-Below 30fps Minute of Output Media Content 0.006 0.006 B95343 - Media Services-Media Flow-Quality-VP8-SD-Above 30fps and Below 60fps Minute of Output Media Content 0.008 0.008 B95344 - Media Services-Media Flow-Quality-VP8-SD-Above 60fps and Below 120fps Minute of Output Media Content 0.01 0.01 B95345 - Media Services-Media Flow-Quality-VP8-HD-Below 30fps Minute of Output Media Content 0.015 0.015 B95346 - Media Services-Media Flow-Quality-VP8-HD-Above 30fps and Below 60fps Minute of Output Media Content 0.018 0.018 B95347 - Media Services-Media Flow-Quality-VP8-HD-Above 60fps and Below 120fps Minute of Output Media Content 0.02 0.02 B95348 - Media Services-Media Flow-Quality-VP8-4k-Below 30fps Minute of Output Media Content 0.054 0.054 B95349 - Media Services-Media Flow-Quality-VP8-4k-Above 30fps and Below 60fps Minute of Output Media Content 0.06 0.06 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 12 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B95350 - Media Services-Media Flow-Quality-VP8-4k-Above 60fps and Below 120fps Minute of Output Media Content 0.07 0.07 B95351 - Media Services-Media Flow-Quality-H265VP9-SD- Below 30fps Minute of Output Media Content 0.03 0.03 B95352 - Media Services-Media Flow-Quality-H265VP9-SD- Above 30fps and Below 60fps Minute of Output Media Content 0.045 0.045 B95353 - Media Services-Media Flow-Quality-H265VP9-SD- Above 60fps and Below 120fps Minute of Output Media Content 0.06 0.06 B95354 - Media Services-Media Flow-Quality-H265VP9-HD- Below 30fps Minute of Output Media Content 0.06 0.06 B95355 - Media Services-Media Flow-Quality-H265VP9-HD- Above 30fps and Below 60fps Minute of Output Media Content 0.09 0.09 B95356 - Media Services-Media Flow-Quality-H265VP9-HD- Above 60fps and Below 120fps Minute of Output Media Content 0.12 0.12 B95357 - Media Services-Media Flow-Quality-H265VP9-4k- Below 30fps Minute of Output Media Content 0.12 0.12 B95358 - Media Services-Media Flow-Quality-H265VP9-4k- Above 30fps and Below 60fps Minute of Output Media Content 0.18 0.18 B95359 - Media Services-Media Flow-Quality-H265VP9-4k- Above 60fps and Below 120fps Minute of Output Media Content 0.24 0.24 B95375 - Media Services-Media Streams GB of Packaged Content 0.05 0.05 Analytics Cloud Service B111363 - Oracle AI Data Platform AI Data Platform Unit 0.001 0.001 B89630 - Oracle Analytics Cloud-Professional OCPU Per Hour 1.0753 1.0753 B89631 - Oracle Analytics Cloud-Enterprise OCPU Per Hour 2.1506 2.1506 B89636 - Oracle Analytics Cloud-Professional-BYOL OCPU Per Hour 0.3226 0.3226 B89637 - Oracle Analytics Cloud-Enterprise-BYOL OCPU Per Hour 0.3226 0.3226 B92335 - Essbase for Oracle Cloud Infrastructure OCPU Per Hour 1.3129 1.3129 B92682 - Oracle Analytics-Professional User Per Month 16.0 16.0 B92683 - Oracle Analytics-Enterprise User Per Month 80.0 80.0 B94568 - Oracle Analytics Server for Oracle Cloud Infrastructure OCPU Per Hour 1.75 1.75 Storage Cloud Service B109546 - Oracle Cloud Infrastructure File Storage Service- High Performance Mount Target Performance Units Per Gigabyte Per Month 0.3 0.3 B111091 - Oracle Cloud Infrastructure File Storage with Lustre Service-Storage Gigabyte Storage Capacity Per Month 0.086 0.086 B111092 - Oracle Cloud Infrastructure File Storage with Lustre Service-Performance Performance Units Per Gigabyte Per Month 0.0005 0.0005 B89057 - Oracle Cloud Infrastructure-File Storage Gigabyte Storage Capacity per Month 0.3 0.3 B90938 - Oracle Cloud Infrastructure-Streaming-PUT or GET Gigabytes of Data Transferred 0.025 0.025 B90939 - Oracle Cloud Infrastructure-Streaming-Storage Gigabyte Per Hour 0.0002 0.0002 B91445 - Oracle Cloud Infrastructure-Block Volume-Free Gigabyte Storage Capacity per Month 0.0 0.0 B91627 - Oracle Cloud Infrastructure-Object Storage-Requests 10,000 Requests per Month 0 - 5 0.0 0.0 10,000 Requests per Month 5 - 999999999 0.0034 0.0034 B91628 - Oracle Cloud Infrastructure-Object Storage-Storage Gigabyte Storage Capacity per Month 0 - 10 0.0 0.0 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 13 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price Gigabyte Storage Capacity per Month 10 - 999999999 0.0255 0.0255 B91633 - Oracle Cloud Infrastructure-Archive Storage-Free Gigabyte Storage Capacity per Month 0 - 10 0.0 0.0 Gigabyte Storage Capacity per Month 10 - 999999999 0.0026 0.0026 B91961 - Oracle Cloud Infrastructure-Block Volume Storage Gigabyte Storage Capacity Per Month 0.0255 0.0255 B91962 - Oracle Cloud Infrastructure-Block Volume Performance Performance Units Per Gigabyte Per Month 0.0017 0.0017 B93000 - Oracle Cloud Infrastructure-Infrequent Access Storage-Storage Gigabyte Storage Capacity Per Month 0 - 10 0.0 0.0 Gigabyte Storage Capacity Per Month 10 - 999999999999999 0.01 0.01 B93001 - Oracle Cloud Infrastructure-Data Retrieval-Storage Gigabyte Storage Retrieved Per Month 0 - 10 0.0 0.0 Gigabyte Storage Retrieved Per Month 10 - 999999999999999 0.01 0.01 B95410 - Oracle ZFS Storage-High Availability Instance Per Hour 1.85 1.85 Security and Identity Management Cloud Service B108188 - Oracle Cloud Infrastructure Cloud Guard Workload Protection Standard Node Per Hour 0.0069 0.0069 B108189 - Oracle Cloud Infrastructure Cloud Guard Workload Protection Limited Node Per Hour 0.0 0.0 B108190 - Oracle Cloud Guard Instance Security Adhoc Queries Enterprise Request 0 - 950000 0.0 0.0 Request 950000 - 999999999999999 0.001 0.001 B90328 - Oracle Cloud Infrastructure-Key Management-Private Vault Virtual Private Vault Per Hour 3.724 3.724 B90555 - Oracle Identity Cloud Service-Enterprise User User Per Month 3.2 3.2 B90556 - Oracle Identity Cloud Service-Consumer User User Per Month 0.016 0.016 B90557 - Oracle Identity Cloud Service-Enterprise User-BYOL User Per Month 0.8 0.8 B90558 - Oracle Identity Cloud Service-Consumer User-BYOL User Per Month 0.004 0.004 B90936 - Oracle Identity Foundation Cloud Service Each 0.0 0.0 B92092 - Oracle Cloud Infrastructure-KMS Vault-Key Versions Key Version per Month 0 - 20 0.0 0.0 Key Version per Month 20 - 999999999 0.5334 0.5334 B93493 - Oracle Cloud Infrastructure Identity and Access Management-External User User Per Month 0.016 0.016 B93494 - Oracle Cloud Infrastructure Identity and Access Management-Oracle Apps Premium User Per Month 0.25 0.25 B93495 - Oracle Cloud Infrastructure Identity and Access Management-Premium User Per Month 3.2 3.2 B93496 - Oracle Cloud Infrastructure Identity and Access Management-SMS 1 SMS Message Sent 0 - 1000 0.0 0.0 1 SMS Message Sent 1000 - 999999999999999 0.03 0.03 B93497 - Oracle Cloud Infrastructure Identity and Access Management-Token Token 0 - 10000 0.0 0.0 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 14 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price Token 10000 - 999999999999999 0.004 0.004 B93498 - Oracle Cloud Infrastructure Identity and Access Management-Replication User Per Month 0.004 0.004 B94173 - Oracle Threat Intelligence Service API Calls 0.0 0.0 B94277 - Oracle Cloud Infrastructure-Web Application Firewall- Requests 1,000,000 Incoming Requests Per Month 0 - 10 0.0 0.0 1,000,000 Incoming Requests Per Month 10 - 999999999999999 0.6 0.6 B94579 - Oracle Cloud Infrastructure-Web Application Firewall- Instance Instance Per Month 0 - 1 0.0 0.0 Instance Per Month 1 - 999999999999999 5.0 5.0 B97172 - Oracle Access Governance for Oracle Cloud Infrastructure-Workforce User Workforce User Per Month 0 - 100000 0.1 0.1 Workforce User Per Month 100000 - 999999999999999 0.005 0.005 B97173 - Oracle Access Governance for Oracle Workloads- Workforce User Workforce User Per Month 0 - 10000 2.0 2.0 Workforce User Per Month 10000 - 30000 0.75 0.75 Workforce User Per Month 30000 - 999999999999999 0.1 0.1 B97179 - Oracle Access Governance Premium-Consumer User Consumer User Per Month 0.016 0.016 B97180 - Oracle Access Governance for Oracle Workloads- Consumer User Consumer User Per Month 0.016 0.016 B97181 - Oracle Access Governance Premium-Workforce User Workforce User Per Month 0 - 10000 3.0 3.0 Workforce User Per Month 10000 - 30000 1.13 1.13 Workforce User Per Month 30000 - 999999999999999 0.15 0.15 B98100 - Oracle Cloud Infrastructure-External Key Management Key Version Per Month 3.0 3.0 B99597 - Oracle Cloud Infrastructure-Dedicated Key Management-(Minimum 3 HSM Partitions)HSM Partition Per Hour 1.75 1.75 Enterprise Integration Cloud Service B109559 - Oracle Integration Cloud Service-Healthcare 5,000 Messages Per Hour 1.9355 1.9355 B89639 - Oracle Integration Cloud Service-Standard 5K Messages Per Hour 0.6452 0.6452 B89640 - Oracle Integration Cloud Service-Enterprise 5K Messages Per Hour 1.2903 1.2903 B89643 - Oracle Integration Cloud Service-Standard-BYOL 20K Messages Per Hour 0.3226 0.3226 B89644 - Oracle Integration Cloud Service-Enterprise-BYOL 20K Messages Per Hour 0.3226 0.3226 B92450 - Oracle SOA Suite for Oracle Cloud Infrastructure OCPU Per Hour 0.7231 0.7231 B92451 - Oracle SOA Suite for Oracle Cloud Infrastructure-with B2B Adapter for EDI OCPU Per Hour 1.2071 1.2071 Data Integration Cloud Service B110500 - Oracle Cloud Infrastructure Streaming With Apache Kafka OCPU Per Hour 0.1 0.1 B88299 - Oracle Data Integrator Cloud Service OCPU Per Hour 0.7742 0.7742 B88406 - Oracle Data Integrator Cloud Service-BYOL OCPU Per Hour 0.1935 0.1935 B92598 - Oracle Cloud Infrastructure-Data Integration- Workspace Workspace Usage per Hour 0.16 0.16 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 15 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B92599 - Oracle Cloud Infrastructure-Data Integration Gigabyte of Data Processed per Hour 0.04 0.04 B92695 - Oracle Stream Analytics for Oracle Cloud Infrastructure OCPU Per Hour 0.9498 0.9498 B92992 - Oracle Cloud Infrastructure-GoldenGate OCPU Per Hour 1.3441 1.3441 B92993 - Oracle Cloud Infrastructure-GoldenGate-BYOL OCPU Per Hour 0.3226 0.3226 B93306 - Oracle Cloud Infrastructure-Data Integration-Pipeline Operator Execution Execution Hour 0 - 30 0.0 0.0 Execution Hour 30 - 999999999999999 0.3 0.3 Network Cloud Service B107975 - Oracle Cloud Infrastructure-FastConnect 400 Gbps Port Hour 20.0 20.0 B88325 - Oracle Cloud Infrastructure-FastConnect 1 Gbps Port Hour 0.2125 0.2125 B88326 - Oracle Cloud Infrastructure-FastConnect 10 Gbps Port Hour 1.275 1.275 B88327 - Oracle Cloud Infrastructure-Outbound Data Transfer- Originating in North America, Europe, and UK Gigabyte Outbound Data Transfer Per Month 0 - 10240 0.0 0.0 Gigabyte Outbound Data Transfer Per Month 10240 - 999999999999999 0.0085 0.0085 B88523 - Oracle Cloud Infrastructure-Email Delivery 1,000 Emails Sent 0 - 3 0.0 0.0 1,000 Emails Sent 3 - 999999999999999 0.085 0.085 B88525 - Oracle Cloud Infrastructure-DNS 1,000,000 Queries 0.85 0.85 B90323 - Oracle Cloud Infrastructure-Health Checks-Basic Endpoints Per Month 0.3 0.3 B90325 - Oracle Cloud Infrastructure-Health Checks-Premium Endpoints Per Month 1.3 1.3 B90327 - Oracle Cloud Infrastructure-DNS Traffic Management 1,000,000 DNS Traffic Management Queries 4.0 4.0 B90925 - Oracle Cloud Infrastructure-Monitoring-Ingestion Million Datapoints 0 - 500 0.0 0.0 Million Datapoints 500 - 999999999 0.0025 0.0025 B90926 - Oracle Cloud Infrastructure-Monitoring-Retrieval Million Datapoints 0 - 1000 0.0 0.0 Million Datapoints 1000 - 999999999 0.0015 0.0015 B90940 - Oracle Cloud Infrastructure-Notifications-HTTPS Delivery Million Delivery Operations 0 - 1 0.0 0.0 Million Delivery Operations 1 - 999999999 0.6 0.6 B90941 - Oracle Cloud Infrastructure-Notifications-Email Delivery 1,000 Emails Sent 0 - 1 0.0 0.0 1,000 Emails Sent 1 - 999999999 0.02 0.02 B92593 - Oracle Cloud Infrastructure-Logging-Storage Gigabyte Log Storage Per Month 0 - 10 0.0 0.0 Gigabyte Log Storage Per Month 10 - 999999999 0.05 0.05 B93004 - Oracle Cloud Infrastructure-Notifications-SMS Outbound to Country Zone 1 1 SMS Message Sent 0 - 100 0.0 0.0 1 SMS Message Sent 100 - 999999999999999 0.015 0.015 B93005 - Oracle Cloud Infrastructure-Notifications-SMS Outbound to Country Zone 2 1 SMS Message Sent 0 - 100 0.0 0.0 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 16 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price 1 SMS Message Sent 100 - 999999999999999 0.045 0.045 B93006 - Oracle Cloud Infrastructure-Notifications-SMS Outbound to Country Zone 3 1 SMS Message Sent 0 - 100 0.0 0.0 1 SMS Message Sent 100 - 999999999999999 0.086 0.086 B93007 - Oracle Cloud Infrastructure-Notifications-SMS Outbound to Country Zone 4 1 SMS Message Sent 0 - 100 0.0 0.0 1 SMS Message Sent 100 - 999999999999999 0.12 0.12 B93008 - Oracle Cloud Infrastructure-Notifications-SMS Outbound to Country Zone 5 1 SMS Message Sent 0 - 100 0.0 0.0 1 SMS Message Sent 100 - 999999999999999 0.24 0.24 B93030 - Oracle Cloud Infrastructure-Load Balancer Base Load Balancer Hour 0 - 744 0.0 0.0 Load Balancer Hour 744 - 999999999 0.0113 0.0113 B93031 - Oracle Cloud Infrastructure-Load Balancer Bandwidth Mbps Per Hour 0 - 7440 0.0 0.0 Mbps Per Hour 7440 - 999999999 0.0001 0.0001 B93126 - Oracle Cloud Infrastructure-FastConnect 100Gbps Port Hour 10.75 10.75 B93455 - Oracle Cloud Infrastructure-Outbound Data Transfer- Originating in APAC, Japan, and South America Gigabyte Outbound Data Transfer Per Month 0 - 10240 0.0 0.0 Gigabyte Outbound Data Transfer Per Month 10240 - 999999999999999 0.025 0.025 B93456 - Oracle Cloud Infrastructure-Outbound Data Transfer- Originating in Middle East and Africa Gigabyte Outbound Data Transfer Per Month 0 - 10240 0.0 0.0 Gigabyte Outbound Data Transfer Per Month 10240 - 999999999999999 0.05 0.05 B95697 - Oracle Cloud Infrastructure Queue 1,000,000 Requests 0 - 1 0.0 0.0 1,000,000 Requests 1 - 999999999999999 0.22 0.22 Compute Cloud Service B109479 - Oracle Cloud Infrastructure-Compute-GPU-L40S GPU Per Hour 3.5 3.5 B109485 - Oracle Cloud Infrastructure-Compute-GPU-MI300X GPU Per Hour 6.0 6.0 B109529 - Oracle Cloud Infrastructure-Compute-Standard-A2 OCPU OCPU Per Hour 0.014 0.014 B109530 - Oracle Cloud Infrastructure-Compute-Standard-A2 Memory Gigabyte Per Hour 0.002 0.002 B110965 - Oracle Compute Cloud@Customer-Compute- GPU.L40S GPU Per Hour 3.5 3.5 B111129 - Oracle Cloud Infrastructure-Compute-Standard-E6- OCPU OCPU Per Hour 0.03 0.03 B111130 - Oracle Cloud Infrastructure-Compute-Standard-E6- Memory Gigabyte Per Hour 0.002 0.002 B88315 - Oracle Cloud Infrastructure-Compute-Bare Metal Standard-X5 OCPU Per Hour 0.0638 0.0638 B88317 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-X5 OCPU Per Hour 0.0638 0.0638 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 17 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B88513 - Oracle Cloud Infrastructure-Compute-Bare Metal Standard-X7 OCPU Per Hour 0.0638 0.0638 B88514 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-X7 OCPU Per Hour 0.0638 0.0638 B88515 - Oracle Cloud Infrastructure-Compute-Bare Metal Dense I/O-X7 OCPU Per Hour 0.1275 0.1275 B88516 - Oracle Cloud Infrastructure-Compute-Virtual Machine Dense I/O-X7 OCPU Per Hour 0.1275 0.1275 B88517 - Oracle Cloud Infrastructure-Compute-Bare Metal GPU Standard-X7 GPU Per Hour 1.275 1.275 B88518 - Oracle Cloud Infrastructure-Compute-Virtual Machine GPU Standard-X7 GPU Per Hour 1.275 1.275 B89734 - Oracle Cloud Infrastructure-Compute-GPU Standard- V2 GPU Per Hour 2.95 2.95 B90398 - Oracle Cloud Infrastructure-Compute-HPC-X7 OCPU Per Hour 0.075 0.075 B90425 - Oracle Cloud Infrastructure-Compute-Standard-E2 OCPU Per Hour 0.03 0.03 B90617 - Oracle Functions-Execution Time-10,000 Gigabyte Memory Seconds 0 - 40 0.0 0.0 Seconds 40 - 999999999 0.1417 0.1417 B90618 - Oracle Functions-Invocations 1,000,000 Function Invocations 0 - 2 0.0 0.0 1,000,000 Function Invocations 2 - 999999999 0.2 0.2 B91119 - Oracle Cloud Infrastructure-Compute-Bare Metal Standard-B1 OCPU Per Hour 0.0638 0.0638 B91120 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-B1 OCPU Per Hour 0.0638 0.0638 B91372 - Oracle Cloud Infrastructure-Compute-Microsoft SQL Enterprise OCPU Per Hour 1.47 1.47 B91373 - Oracle Cloud Infrastructure-Compute-Microsoft SQL Standard OCPU Per Hour 0.37 0.37 B91444 - Oracle Cloud Infrastructure-Compute-Virtual Machine Standard-E2 Micro-Free OCPU Per Hour 0.0 0.0 B92072 - Oracle Cloud Infrastructure-API Gateway-1,000,000 API Calls 1,000,000 API Calls Per Month 3.0 3.0 B92306 - Oracle Cloud Infrastructure-Compute-Standard-E3- OCPU OCPU Per Hour 0.025 0.025 B92307 - Oracle Cloud Infrastructure-Compute-Standard-E3- Memory Gigabyte Per Hour 0.0015 0.0015 B92740 - Oracle Cloud Infrastructure-Compute-GPU-E3 GPU Per Hour 3.05 3.05 B93113 - Oracle Cloud Infrastructure-Compute-Standard-E4 OCPU Per Hour 0.025 0.025 B93114 - Oracle Cloud Infrastructure-Compute-Standard-E4- Memory Gigabyte Per Hour 0.0015 0.0015 B93121 - Oracle Cloud Infrastructure-Compute-Dense I/O-E4 OCPU Per Hour 0.025 0.025 B93122 - Oracle Cloud Infrastructure-Compute-Dense I/O-E4 Gigabyte Memory Per Hour 0.0015 0.0015 B93123 - Oracle Cloud Infrastructure-Compute-Dense I/O-E4 NVMe Terabyte Per Hour 0.0612 0.0612 B93297 - Oracle Cloud Infrastructure-Compute-Standard-A1 OCPU Per Hour 0 - 3000 0.0 0.0 OCPU Per Hour 3000 - 999999999999999 0.01 0.01 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 18 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B93298 - Oracle Cloud Infrastructure-Compute-Standard-A1- Memory Gigabyte Per Hour 0 - 18000 0.0 0.0 Gigabyte Per Hour 18000 - 999999999999999 0.0015 0.0015 B93311 - Oracle Cloud Infrastructure-Compute-Optimized-X9 OCPU Per Hour 0.054 0.054 B93312 - Oracle Cloud Infrastructure-Compute-Optimized-X9- Memory Gigabyte Per Hour 0.0015 0.0015 B93544 - Oracle Cloud Infrastructure-Compute-GPU-E4 GPU Per Hour 3.05 3.05 B93704 - Oracle Cloud Infrastructure-Compute-GPU-T1 GPU Per Hour 1.55 1.55 B94176 - Oracle Cloud Infrastructure-Compute-Standard-X9 OCPU Per Hour 0.04 0.04 B94177 - Oracle Cloud Infrastructure-Compute-Standard-X9- Memory Gigabyte Per Hour 0.0015 0.0015 B95518 - Oracle Cloud Infrastructure-Secure Desktop Desktop Per Month 20.0 20.0 B95907 - Oracle Cloud Infrastructure-Compute-GPU-A100-v2 GPU Per Hour 4.0 4.0 B95909 - Oracle Cloud Infrastructure-Compute-GPU-A10 GPU Per Hour 2.0 2.0 B96109 - Oracle Cloud Infrastructure Kubernetes Engine-Virtual Node Virtual Node Per Hour 0.015 0.015 B96479 - Oracle Compute Cloud@Customer-Compute- Standard-E5 OCPU Per Hour 0.03 0.03 B96480 - Oracle Compute Cloud@Customer-Compute- Standard-E5-Memory Gibibyte Memory Per Hour 0.002 0.002 B96481 - Oracle Compute Cloud@Customer-Block Volume Storage-Balanced Gigabyte Storage Capacity Per Month 0.0425 0.0425 B96482 - Oracle Compute Cloud@Customer-Block Volume Storage-Performance Gigabyte Storage Capacity Per Month 0.0595 0.0595 B96483 - Oracle Compute Cloud@Customer-File Storage Gigabyte Storage Capacity Per Month 0.3 0.3 B96484 - Oracle Compute Cloud@Customer-Object Storage- Storage Gigabyte Storage Capacity Per Month 0.0255 0.0255 B96485 - Oracle Compute Cloud@Customer-Load Balancer Load Balancer Hour 0.0113 0.0113 B96531 - Oracle Cloud Infrastructure-Compute-HPC-E5 OCPU Per Hour 0.044 0.044 B96545 - Oracle Cloud Infrastructure Kubernetes Engine- Enhanced Cluster Cluster Per Hour 0.1 0.1 B97384 - Oracle Cloud Infrastructure-Compute-Standard-E5- OCPU OCPU Per Hour 0.03 0.03 B97385 - Oracle Cloud Infrastructure-Compute-Standard-E5- Memory Gigabytes Per Hour 0.002 0.002 B98202 - Oracle Cloud Infrastructure-Compute-Dense I/O-E5 OCPU OCPU Per Hour 0.03 0.03 B98203 - Oracle Cloud Infrastructure-Compute-Dense I/O-E5 Memory Gigabyte Per Hour 0.002 0.002 B98204 - Oracle Cloud Infrastructure-Compute-Dense I/O-E5 NVMe NVMe Terabyte Per Hour 0.0612 0.0612 B98415 - Oracle Cloud Infrastructure-Compute-GPU-H100 GPU Per Hour 10.0 10.0 Data Management Cloud Service B107951 - Oracle Exadata Exascale VM Filesystem Storage Gigabyte (GB) Storage Capacity Per Month 0.0425 0.0425 B107952 - Oracle Exadata Exascale Smart Database Storage Gigabyte (GB) Storage Capacity Per Month 0.1156 0.1156 B108030 - MySQL Database-ECPU ECPU Per Hour 0.0366 0.0366 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 19 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B109166 - MySQL HeatWave-AWS-Storage Gigabyte Storage Capacity Per Month 0.03 0.03 B109169 - MySQL Database-Outbound Data Transfer-Inter OCI Region Gigabyte Outbound Data Transfer Per Month 0.04 0.04 B109187 - MySQL Database-AWS-Ingress private endpoint Endpoint Per Hour 0.0214 0.0214 B109188 - MySQL Database-AWS-Egress private endpoint Endpoint Per Hour 0.0106 0.0106 B109355 - Oracle Exadata Exascale RDMA Compute Infrastructure ECPU Per Hour 0.025 0.025 B109356 - Oracle Exadata Exascale Database ECPU ECPU Per Hour 0.336 0.336 B109357 - Oracle Exadata Exascale Database ECPU-BYOL ECPU Per Hour 0.0807 0.0807 B109375 - Oracle Exadata Exascale Additional Flash Cache Gigabyte (GB) Per Hour 0.0005 0.0005 B109380 - MySQL Database-ECPU-Free ECPU Per Hour 0.0 0.0 B109381 - Oracle Cloud Infrastructure HeatWave-Free HeatWave Capacity Per Hour 0.0 0.0 B109382 - Oracle Cloud Infrastructure HeatWave-Storage-Free Gigabyte Storage Capacity Per Month 0.0 0.0 B109383 - MySQL Database-Storage-Free Gigabyte Storage Capacity Per Month 0.0 0.0 B109384 - MySQL Database-Backup Storage-Free Gigabyte Storage Capacity Per Month 0.0 0.0 B109458 - MySQL Database-AWS-Private inbound and outbound network traffic Gigabyte (GB) of Data Transferred 0.0086 0.0086 B109633 - Oracle Exadata Database on Dedicated Infrastructure-Developer OCPU Per Hour 0.0 0.0 B109635 - Oracle Base Database Service on Ampere A1- Developer OCPU Per Hour 0.022 0.022 B110274 - Oracle Cloud Infrastructure Full Stack Disaster Recovery Service ECPU Per Hour 0.0032 0.0032 B110314 - Oracle Database Autonomous Recovery Service- Cloud Protect Virtualized GB Per Month 0.0306 0.0306 B110315 - Oracle Database Zero Data Loss Autonomous Recovery Service-Cloud Protect Virtualized GB Per Month 0.04 0.04 B110316 - Oracle Autonomous AI Database-Developer Instance Per hour 0.0391 0.0391 B110470 - Exadata Cloud@Customer-Database OCPU- Developer OCPU Per Hour 0.0 0.0 B110627 - Exadata Cloud Infrastructure-Database Server-X11M Hosted Environment Per Hour 2.9032 2.9032 B110629 - Exadata Cloud Infrastructure-Storage Server-X11M Hosted Environment Per Hour 2.9032 2.9032 B110631 - Exadata Database ECPU-Dedicated Infrastructure ECPU Per Hour 0.336 0.336 B110632 - Exadata Database ECPU-Dedicated Infrastructure- BYOL ECPU Per Hour 0.0807 0.0807 B110662 - Oracle Exadata Cloud@Customer Database ECPU ECPU Per Hour 0.336 0.336 B110663 - Oracle Exadata Cloud@Customer Database ECPU- BYOL ECPU Per Hour 0.0807 0.0807 B110989 - Oracle Globally Distributed Exadata Exascale Database ECPU ECPU Per Hour 0.3864 0.3864 B110990 - Oracle Globally Distributed Exadata Exascale Database ECPU-BYOL ECPU Per Hour 0.0928 0.0928 B111127 - Oracle Autonomous AI Database Dedicated Backup Storage Gigabyte Storage Capacity Per Month 0.0255 0.0255 B111355 - Exadata Cloud@Customer-Database ECPU- Developer ECPU Per Hour 0.0 0.0 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 20 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B111534 - Oracle TimesTen In-Memory System of Record for Oracle Cloud Infrastructure Kubernetes Engine-x86 OCPU Per Hour 0.4301 0.4301 B111535 - Oracle TimesTen In-Memory System of Record for Oracle Cloud Infrastructure Kubernetes Engine-ARM OCPU Per Hour 0.2151 0.2151 B111536 - Oracle TimesTen In-Memory Application Cache for Oracle Cloud Infrastructure Kubernetes Engine-x86 OCPU Per Hour 0.2151 0.2151 B111537 - Oracle TimesTen In-Memory Application Cache for Oracle Cloud Infrastructure Kubernetes Engine-ARM OCPU Per Hour 0.1076 0.1076 B111564 - Oracle Exadata Database on Dedicated Infrastructure-ECPU-Developer ECPU Per Hour 0.0 0.0 B111584 - Oracle Base Database Service-Database Storage Gigabyte Storage Capacity Per Month 0.0595 0.0595 B111585 - Oracle Base Database Service-Standard-ECPU ECPU Per Hour 0.0538 0.0538 B111586 - Oracle Base Database Service-Enterprise-ECPU ECPU Per Hour 0.1075 0.1075 B111587 - Oracle Base Database Service-High Performance- ECPU ECPU Per Hour 0.2218 0.2218 B111588 - Oracle Base Database Service-BYOL-ECPU ECPU Per Hour 0.0484 0.0484 B111994 - Oracle Cloud Infrastructure Internet of Things Platform ECPU Per Hour 0.37 0.37 B111995 - Oracle Cloud Infrastructure Internet of Things Platform-Additional Storage Gigabyte Storage Capacity Per Month 0.039 0.039 B88290 - Oracle Database Cloud Service-Enterprise Edition- General Purpose OCPU Per Hour 0.4301 0.4301 B88291 - Oracle Database Cloud Service-Enterprise Edition Extreme Performance-General Purpose OCPU Per Hour 1.3441 1.3441 B88292 - Oracle Database Cloud Service-Enterprise Edition High Performance-General Purpose OCPU Per Hour 0.8871 0.8871 B88293 - Oracle Database Cloud Service-Standard Edition- General Purpose OCPU Per Hour 0.215 0.215 B88294 - Oracle Database Backup Service-Outbound Data Transfer Gigabyte Outbound Data Transfer per Month 0 - 1 0.0 0.0 Gigabyte Outbound Data Transfer per Month 1 - 10240 0.096 0.096 Gigabyte Outbound Data Transfer per Month 10240 - 51200 0.072 0.072 Gigabyte Outbound Data Transfer per Month 51200 - 153600 0.056 0.056 Gigabyte Outbound Data Transfer per Month 153600 - 512000 0.04 0.04 Gigabyte Outbound Data Transfer per Month 512000 - 999999999 0.04 0.04 B88295 - Oracle Database Backup Service-GET and all other Requests 10000 Requests Per Month 0.0032 0.0032 B88296 - Oracle Database Backup Service-PUT, COPY, POST or LIST Requests 1000 Requests Per Month 0.004 0.004 B88297 - Oracle Database Backup Service-Storage Capacity Gigabyte Storage Capacity per Month 0 - 1024 0.0211 0.0211 Gigabyte Storage Capacity per Month 1024 - 51200 0.0208 0.0208 Gigabyte Storage Capacity per Month 51200 - 512000 0.0204 0.0204 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 21 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price Gigabyte Storage Capacity per Month 512000 - 1024000 0.0201 0.0201 Gigabyte Storage Capacity per Month 1024000 - 5120000 0.0197 0.0197 Gigabyte Storage Capacity per Month 5120000 - 999999999 0.0194 0.0194 B88402 - Oracle Database Cloud Service-Enterprise Edition Extreme Performance RAC-BYOL OCPU Per Hour 0.1935 0.1935 B88404 - Oracle Database Cloud Service-All Editions-BYOL OCPU Per Hour 0.1935 0.1935 B88592 - Exadata Database OCPU-Dedicated Infrastructure OCPU Per Hour 1.3441 1.3441 B88847 - Exadata Database OCPU-Dedicated Infrastructure- BYOL OCPU Per Hour 0.3226 0.3226 B89737 - Oracle NoSQL Database Cloud Service-Write Write Unit Per Month 0.1254 0.1254 B89738 - Oracle NoSQL Database Cloud Service-Read Read Unit Per Month 0.0064 0.0064 B89739 - Oracle NoSQL Database Cloud Service-Storage Gigabyte Storage Capacity Per Month 0.066 0.066 B89980 - Oracle Database Exadata Cloud at Customer- Database OCPU OCPU Per Hour 1.3441 1.3441 B89981 - Oracle Database Exadata Cloud at Customer- Database OCPU-BYOL OCPU Per Hour 0.3226 0.3226 B89999 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Quarter Rack-X7 Hosted Environment Per Hour 21.5054 21.5054 B90000 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Half Rack-X7 Hosted Environment Per Hour 43.0107 43.0107 B90001 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Full Rack-X7 Hosted Environment Per Hour 86.0215 86.0215 B90230 - Oracle Database Backup Cloud-Object Storage Gigabyte Storage Capacity Per Month 0.0051 0.0051 B90231 - Oracle Database Backup Cloud-Archive Storage Gigabyte Storage Capacity Per Month 0.0005 0.0005 B90569 - Oracle Base Database Service-Standard OCPU Per Hour 0.215 0.215 B90570 - Oracle Base Database Service-Enterprise OCPU Per Hour 0.4301 0.4301 B90571 - Oracle Base Database Service-High Performance OCPU Per Hour 0.8871 0.8871 B90572 - Oracle Base Database Service-Extreme Performance OCPU Per Hour 1.3441 1.3441 B90573 - Oracle Base Database Service-BYOL OCPU Per Hour 0.1935 0.1935 B90777 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Base System Hosted Environment Per Hour 10.7527 10.7527 B91121 - Oracle Cloud SQL-Compute Capacity OCPU Per Hour 0.1075 0.1075 B91128 - Oracle Big Data Service-Compute-Standard OCPU Per Hour 0.1344 0.1344 B91129 - Oracle Big Data Service-Compute-Dense I/O OCPU Per Hour 0.214 0.214 B91130 - Oracle Big Data Service-Compute-HPC OCPU Per Hour 0.1536 0.1536 B91363 - Gen 2 Exadata Cloud at Customer-Database OCPU OCPU Per Hour 1.3441 1.3441 B91364 - Gen 2 Exadata Cloud at Customer-Database OCPU- BYOL OCPU Per Hour 0.3226 0.3226 B91391 - Oracle Autonomous AI Lakehouse-Free OCPU Per Hour 0.0 0.0 B91392 - Oracle Autonomous AI Lakehouse-Exadata Storage- Free Terabyte Storage Capacity Per Month 0.0 0.0 B91393 - Oracle Autonomous AI Transaction Processing-Free OCPU Per Hour 0.0 0.0 B91394 - Oracle Autonomous AI Transaction Processing- Exadata Storage-Free Terabyte Storage Capacity Per Month 0.0 0.0 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 22 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B91535 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Quarter Rack-X8 Hosted Environment Per Hour 14.5162 14.5162 B91536 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Half Rack-X8 Hosted Environment Per Hour 29.0323 29.0323 B91537 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Full Rack-X8 Hosted Environment Per Hour 58.0645 58.0645 B91631 - Oracle Cloud Infrastructure-Data Safe for Database Cloud Service-Audit Record Collection Over 1 Million Records 10,000 Audit Records Per Target Per Month 0.1 0.1 B91632 - Oracle Cloud Infrastructure-Data Safe for Database Cloud Service Each 0.0 0.0 B92380 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Quarter Rack-X8M Hosted Environment Per Hour 14.5162 14.5162 B92381 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Database Server-X8M Hosted Environment Per Hour 2.9032 2.9032 B92382 - Oracle Cloud Infrastructure-Database Exadata Infrastructure-Storage Server-X8M Hosted Environment Per Hour 2.9032 2.9032 B92426 - MySQL Database-Storage Gigabyte Storage Capacity per Month 0.04 0.04 B92483 - MySQL Database-Backup Storage Gigabyte Storage Capacity per Month 0.04 0.04 B92627 - Oracle NoSQL Database Cloud-Write-Free Write Unit Per Month 0.0 0.0 B92628 - Oracle NoSQL Database Cloud-Read-Free Read Unit Per Month 0.0 0.0 B92629 - Oracle NoSQL Database Cloud-Storage-Free Gigabyte Storage Capacity Per Month 0.0 0.0 B92733 - Oracle Cloud Infrastructure-Data Safe for On- Premises Databases & Databases on Compute Target Database Per Month 0 - 100 200.0 200.0 Target Database Per Month 100 - 300 150.0 150.0 Target Database Per Month 300 - 500 100.0 100.0 Target Database Per Month 500 - 999999999999999 50.0 50.0 B92734 - Oracle Cloud Infrastructure-Data Safe for On- Premises Databases & Databases on Compute 10,000 Audit Records Per Target Per Month 0.1 0.1 B93199 - Oracle Cloud Infrastructure Database Migration Migration Hour 0.2 0.2 B93320 - Oracle APEX Application Development-Free OCPU Per Hour 0.0 0.0 B93380 - Exadata Cloud Infrastructure-Quarter Rack-X9M Hosted Environment Per Hour 14.5162 14.5162 B93381 - Exadata Cloud Infrastructure-Database Server-X9M Hosted Environment Per Hour 2.9032 2.9032 B93382 - Exadata Cloud Infrastructure-Storage Server-X9M Hosted Environment Per Hour 2.9032 2.9032 B93709 - Oracle Cloud Infrastructure Search with OpenSearch HA Node Per Hour 0.25 0.25 B93710 - Oracle NoSQL Database Cloud-Write-Auto Write Unit Per Month 3.135 3.135 B93711 - Oracle NoSQL Database Cloud-Read-Auto Read Unit Per Month 0.16 0.16 B93712 - Oracle NoSQL Database Cloud-Hosted Environment Hosted Environment Per Month 28,796.0 28,796.0 B95240 - Oracle Database Autonomous Recovery Service Virtualized GB Per Month 0.0306 0.0306 B95241 - Oracle Database Zero Data Loss Autonomous Recovery Service Virtualized GB Per Month 0.04 0.04 B95264 - Oracle Cloud Infrastructure Application Performance Monitoring Service-Stack Monitoring-Standard Edition 10 Monitored Resources Per Hour 0.075 0.075 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 23 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B95427 - MySQL Database-AWS-Storage Gigabyte Storage Capacity Per Month 0.132 0.132 B95428 - MySQL Database-AWS-Backup Storage Gigabyte Storage Capacity Per Month 0.0476 0.0476 B95485 - Oracle Cloud Infrastructure Full Stack Disaster Recovery Service OCPU Per Hour 0.0128 0.0128 B95701 - Oracle Autonomous AI Lakehouse-ECPU ECPU Per Hour 0.336 0.336 B95702 - Oracle Autonomous AI Transaction Processing-ECPU ECPU Per Hour 0.336 0.336 B95703 - Oracle Autonomous AI Lakehouse-ECPU-BYOL ECPU Per Hour 0.0807 0.0807 B95704 - Oracle Autonomous AI Transaction Processing-ECPU- BYOL ECPU Per Hour 0.0807 0.0807 B95706 - Oracle Autonomous AI Database Storage for Transaction Processing Gigabyte Storage Capacity Per Month 0.1156 0.1156 B95708 - Oracle Autonomous AI Lakehouse-Exadata Cloud@Customer-ECPU ECPU Per Hour 0.336 0.336 B95709 - Oracle Autonomous AI Transaction Processing- Exadata Cloud@Customer-ECPU ECPU Per Hour 0.336 0.336 B95710 - Oracle Autonomous AI Lakehouse-Exadata Cloud@Customer-ECPU-BYOL ECPU Per Hour 0.0807 0.0807 B95711 - Oracle Autonomous AI Transaction Processing- Exadata Cloud@Customer-ECPU-BYOL ECPU Per Hour 0.0807 0.0807 B95712 - Oracle Autonomous AI Lakehouse-Dedicated-ECPU ECPU Per Hour 0.336 0.336 B95713 - Oracle Autonomous AI Transaction Processing- Dedicated-ECPU ECPU Per Hour 0.336 0.336 B95714 - Oracle Autonomous AI Lakehouse-Dedicated-ECPU- BYOL ECPU Per Hour 0.0807 0.0807 B95715 - Oracle Autonomous AI Transaction Processing- Dedicated-ECPU-BYOL ECPU Per Hour 0.0807 0.0807 B95754 - Oracle Autonomous AI Database Storage Gigabyte Storage Capacity Per Month 0.0244 0.0244 B96157 - MySQL HeatWave-AWS HeatWave Capacity Per Hour 0.049 0.049 B96158 - MySQL Database-AWS-ECPU ECPU Per Hour 0.049 0.049 B96159 - MySQL Database-AWS-Outbound Data Transfer-Inter AWS Region Gigabyte of Data Transferred 0.0504 0.0504 B96160 - MySQL Database-AWS-Outbound Data Transfer-To Internet Gigabyte of Data Transferred 0.0911 0.0911 B96625 - Oracle Cloud Infrastructure-HeatWave-Storage Gigabyte Storage Capacity Per Month 0.02 0.02 B96626 - Oracle Cloud Infrastructure-HeatWave HeatWave Capacity Per Hour 0.011 0.011 B97191 - Oracle NoSQL Database Cloud-Regional Replicated Write Write Unit Per Month 0.36 0.36 B97197 - Oracle Base Database Service on Arm-Enterprise OCPU Per Hour 0.2151 0.2151 B97198 - Oracle Base Database Service on Arm-High Performance OCPU Per Hour 0.4436 0.4436 B97199 - Oracle Base Database Service on Arm-Extreme Performance OCPU Per Hour 0.6721 0.6721 B97200 - Oracle Base Database Service on Arm-BYOL OCPU Per Hour 0.0968 0.0968 B98217 - Oracle Cloud Infrastructure Cache with Redis-Low Memory (up to 10 GB per node)Redis Memory Gigabyte Per Hour 0.0194 0.0194 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 24 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B98277 - Oracle Autonomous AI Transaction Processing- Exadata Cloud@Customer-Developer Instance Per Hour 0.0 0.0 B98278 - Oracle Autonomous AI Lakehouse-Exadata Cloud@Customer-Developer Instance Per Hour 0.0 0.0 B98279 - Oracle Autonomous AI Transaction Processing- Dedicated-Developer Instance Per Hour 0.0 0.0 B98280 - Oracle Autonomous AI Lakehouse-Dedicated- Developer Instance Per Hour 0.0 0.0 B99060 - Oracle Cloud Infrastructure Database with PostgreSQL-X86 OCPU Per Hour 0.098 0.098 B99062 - Oracle Cloud Infrastructure Database Optimized Storage Gigabyte Storage Capacity Per Month 0.072 0.072 B99591 - Oracle Cloud Infrastructure Cache with Redis-High Memory (over 10 GB per node)Redis Memory Gigabyte Per Hour 0.0136 0.0136 B99593 - Oracle Globally Distributed Autonomous AI Transaction Processing-Dedicated ECPU Per Hour 0.3864 0.3864 B99594 - Oracle Globally Distributed Autonomous AI Transaction Processing-Dedicated-BYOL ECPU Per Hour 0.0928 0.0928 B99595 - Oracle Globally Distributed Autonomous AI Lakehouse-Dedicated ECPU Per Hour 0.3864 0.3864 B99596 - Oracle Globally Distributed Autonomous AI Lakehouse-Dedicated-BYOL ECPU Per Hour 0.0928 0.0928 B99708 - Oracle Autonomous AI JSON Database-ECPU ECPU Per Hour 0.0807 0.0807 B99709 - Oracle APEX Application Development-ECPU ECPU Per Hour 0.0807 0.0807 Oracle GPU Cloud Services B110519 - Oracle Cloud Infrastructure-Compute-GPU-H200 GPU Per Hour 10.0 10.0 B110978 - Oracle Cloud Infrastructure-Compute-GPU-B200 GPU Per Hour 14.0 14.0 B110979 - Oracle Cloud Infrastructure-Compute-GPU-GB200 GPU Per Hour 16.0 16.0 B111758 - Oracle Cloud Infrastructure-Compute-GPU-MI355X GPU Per Hour 8.6 8.6 B111824 - Oracle Cloud Infrastructure NVIDIA AI Enterprise- H100 GPU Per Hour 2.5 2.5 B111825 - Oracle Cloud Infrastructure NVIDIA AI Enterprise- L40S GPU Per Hour 0.88 0.88 B111826 - Oracle Cloud Infrastructure NVIDIA AI Enterprise- A10 GPU Per Hour 0.88 0.88 B111827 - Oracle Cloud Infrastructure NVIDIA AI Enterprise- A100 80 GPU Per Hour 1.0 1.0 B111828 - Oracle Cloud Infrastructure NVIDIA AI Enterprise- GB200 GPU Per Hour 4.0 4.0 B111829 - Oracle Cloud Infrastructure NVIDIA AI Enterprise- B200 GPU Per Hour 3.5 3.5 B111830 - Oracle Cloud Infrastructure NVIDIA AI Enterprise- H200 GPU Per Hour 2.5 2.5 B111831 - Oracle Cloud Infrastructure NVIDIA AI Enterprise- A100 40 GPU Per Hour 0.76 0.76 Not Discount Eligible B108004 - Oracle Cloud Infrastructure-Managed Service for Mac-M2 Pro Mac Server Per Hour 0.74 0.74 B108077 - Oracle Cloud Infrastructure Generative AI-Large Cohere 10,000 Transactions 0.0156 0.0156 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 25 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B108078 - Oracle Cloud Infrastructure Generative AI-Small Cohere 10,000 Transactions 0.0009 0.0009 B108079 - Oracle Cloud Infrastructure Generative AI-Embed Cohere 10,000 Transactions 0.001 0.001 B108082 - Oracle Cloud Infrastructure Generative AI-Large Cohere-Dedicated AI Unit Per Hour 24.0 24.0 B108083 - Oracle Cloud Infrastructure Generative AI-Small Cohere-Dedicated AI Unit Per Hour 6.5 6.5 B108084 - Oracle Cloud Infrastructure Generative AI-Embed Cohere-Dedicated AI Unit Per Hour 10.9 10.9 B108806 - Oracle Cloud VMware Solution-BM.GPU.A10.64- Monthly Commit Node Per Hour 16.0 16.0 B108807 - Oracle Cloud VMware Solution-BM.GPU.A10.64-1 Year Commit Node Per Hour 13.0 13.0 B108808 - Oracle Cloud VMware Solution-BM.GPU.A10.64-3 Year Commit Node Per Hour 11.0 11.0 B108809 - Oracle Cloud VMware Solution-Base- BM.Standard.E5.48-Hourly Commit Node Per Hour 16.6617 16.6617 B108810 - Oracle Cloud VMware Solution-Base- BM.Standard.E5.48-1 Year Commit Node Per Hour 13.1604 13.1604 B108811 - Oracle Cloud VMware Solution-Base- BM.Standard.E5.48-3 Year Commit Node Per Hour 10.6119 10.6119 B109495 - Roving Edge Device-RED.2 Non-Return Fee Each 25,000.0 25,000.0 B110464 - Oracle Cloud Success Protection Service-Universal Credits Consumption (% applied to consumption, with minimum)Universal Credits Consumption 0.1 0.1 B110680 - Oracle Cloud VMware Solution-BM.DenseIO.E5.32- Hourly Commit Node Per Hour 10.2379 10.2379 B110681 - Oracle Cloud VMware Solution-BM.DenseIO.E5.32- Monthly Commit Node Per Hour 8.531 8.531 B110682 - Oracle Cloud VMware Solution-BM.DenseIO.E5.32-1 Year Commit Node Per Hour 6.8242 6.8242 B110683 - Oracle Cloud VMware Solution-BM.DenseIO.E5.32-3 Year Commit Node Per Hour 6.072 6.072 B110684 - Oracle Cloud VMware Solution-Expansion-Monthly Commit OCPU Per Hour 0.1338 0.1338 B110993 - Oracle Cloud Success Assurance Service-Universal Credits Consumption (% applied to consumption, with minimum)Universal Credits Consumption 0.05 0.05 B111015 - Oracle Cloud Infrastructure Generative AI-Cohere Rerank-Dedicated Cluster Hour 10.0 10.0 B111230 - Oracle Cloud Infrastructure-Managed Service for Mac North America-Mac Server M3 Ultra 256GB Mac Server Per Hour 2.32 2.32 B111242 - Oracle Cloud Infrastructure-Managed Service for Mac North America-Mac Server M4 Pro 4TB Mac Server Per Hour 1.1 1.1 B111438 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 or Grok 4-Input Tokens 1,000,000 Tokens 3.0 3.0 B111439 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 or Grok 4-Output Tokens 1,000,000 Tokens 15.0 15.0 B111440 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 Mini-Input Tokens 1,000,000 Tokens 0.3 0.3 B111441 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 Mini-Output Tokens 1,000,000 Tokens 0.5 0.5 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 26 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B111552 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 Fast-Input Tokens 1,000,000 Tokens 5.0 5.0 B111553 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 Fast-Output Tokens 1,000,000 Tokens 25.0 25.0 B111554 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 Mini Fast-Input Tokens 1,000,000 Tokens 0.6 0.6 B111555 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 Mini Fast-Output Tokens 1,000,000 Tokens 4.0 4.0 B111799 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 or Grok 4-Cached Input Tokens 1000000 Tokens 0.75 0.75 B111800 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 Mini-Cached Input Tokens 1000000 Tokens 0.075 0.075 B111801 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 Fast-Cached Input Tokens 1000000 Tokens 1.25 1.25 B111802 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 3 Mini Fast-Cached Input Tokens 1000000 Tokens 0.15 0.15 B111803 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 4 Code-Grok-Code-Fast-1-Input Tokens 1000000 Tokens 0.2 0.2 B111804 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 4 Code Grok-Code-Fast-1-Cached Input Tokens 1000000 Tokens 0.02 0.02 B111805 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 4 Code-Grok-Code-Fast-1-Output Tokens 1000000 Tokens 1.5 1.5 B111847 - Oracle Cloud Infrastructure Generative AI-Google- Gemini 2.5 Pro-Input Tokens-Text, Image, Audio, and Video less than 200K input tokens 1000000 Tokens 1.25 1.25 B111848 - Oracle Cloud Infrastructure Generative AI-Google- Gemini 2.5 Pro-Input Tokens-Text, Image, Audio, and Video greater than 200K input tokens 1000000 Tokens 2.5 2.5 B111849 - Oracle Cloud Infrastructure Generative AI-Google- Gemini 2.5 Pro-Output Tokens-Text Output less than 200K input tokens 1000000 Tokens 10.0 10.0 B111850 - Oracle Cloud Infrastructure Generative AI-Google- Gemini 2.5 Pro-Output Tokens-Text Output greater than 200K input tokens 1000000 Tokens 15.0 15.0 B111851 - Oracle Cloud Infrastructure Generative AI-Google- Gemini 2.5 Flash GA-Input Tokens-Text, Image, and Video 1000000 Tokens 0.3 0.3 B111852 - Oracle Cloud Infrastructure Generative AI-Google- Gemini 2.5 Flash GA-Input Tokens-Audio 1000000 Tokens 1.0 1.0 B111853 - Oracle Cloud Infrastructure Generative AI-Google- Gemini 2.5 Flash GA-Output Tokens-Text 1000000 Tokens 2.5 2.5 B111854 - Oracle Cloud Infrastructure Generative AI-Google- Gemini 2.5 Flash Lite-Input Tokens-Text, Image, and Video 1000000 Tokens 0.1 0.1 B111855 - Oracle Cloud Infrastructure Generative AI-Google- Gemini 2.5 Flash Lite-Input Tokens-Audio 1000000 Tokens 0.5 0.5 B111856 - Oracle Cloud Infrastructure Generative AI-Google- Gemini 2.5 Flash Lite-Output Tokens-Text 1000000 Tokens 0.4 0.4 B111900 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 4 Fast-Input Tokens less than 128K Tokens 1000000 Tokens 0.2 0.2 B111901 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 4 Fast-Input Tokens greater than 128K Tokens 1000000 Tokens 0.4 0.4 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 27 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B111902 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 4 Fast-Cached Input Tokens less than 128K Tokens 1000000 Tokens 0.05 0.05 B111903 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 4 Fast-Cached Input Tokens greater than 128K Tokens 1000000 Tokens 0.05 0.05 B111904 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 4 Fast-Output Tokens less than 128K Tokens 1000000 Tokens 0.5 0.5 B111905 - Oracle Cloud Infrastructure Generative AI-xAI-Grok 4 Fast-Output Tokens greater than 128K Tokens 1000000 Tokens 1.0 1.0 B88318 - Oracle Cloud Infrastructure-Compute-Windows OS OCPU Per Hour 0.092 0.092 B92386 - Oracle Cloud VMware Solution OCPU Per Hour 0.2031 0.2031 B92686 - Oracle Analytics for Fusion Applications-Free Hosted Named User 0.0 0.0 B93040 - Roving Edge Device-Compute Optimized- Unreturnable/Loss Fee Each 45,000.0 45,000.0 B93288 - Oracle Cloud VMware Solution-BM.DenseIO2.52- Hourly Commit OCPU Per Hour 0.2437 0.2437 B93289 - Oracle Cloud VMware Solution-BM.DenseIO2.52-1 Year Commit OCPU Per Hour 0.1625 0.1625 B93290 - Oracle Cloud VMware Solution-BM.DenseIO2.52-3 Year Commit OCPU Per Hour 0.132 0.132 B93307 - Oracle Autonomous AI JSON Database-Free OCPU Per Hour 0.0 0.0 B93421 - Oracle Cloud VMware Solution-HCX Enterprise- Monthly OCPU Per Hour 0.0126 0.0126 B95178 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64- Hourly Commit OCPU Per Hour 0.2437 0.2437 B95179 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64- Monthly Commit OCPU Per Hour 0.2031 0.2031 B95180 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64-1 year Commit OCPU Per Hour 0.1625 0.1625 B95181 - Oracle Cloud VMware Solution-BM.DenseIO.E4.64-3 year Commit OCPU Per Hour 0.132 0.132 B95229 - Roving Edge Ultra Non-Return or Loss Fee Each 35,000.0 35,000.0 B95403 - Oracle Cloud Infrastructure-Network Firewall Instance Instance Per Hour 2.75 2.75 B95404 - Oracle Cloud Infrastructure-Network Firewall Data Processing Gigabyte of Data Processed 0 - 10240 0.0 0.0 Gigabyte of Data Processed 10240 - 999999999999999 0.01 0.01 B95411 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32- Hourly Commit OCPU Per Hour 0.3047 0.3047 B95412 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32- Monthly Commit OCPU Per Hour 0.2539 0.2539 B95413 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32-1 year Commit OCPU Per Hour 0.2031 0.2031 B95414 - Oracle Cloud VMware Solution-BM.DenseIO.E4.32-3 year Commit OCPU Per Hour 0.165 0.165 B95415 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128- Hourly Commit OCPU Per Hour 0.195 0.195 B95416 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128- Monthly Commit OCPU Per Hour 0.1625 0.1625 B95417 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128-1 year Commit OCPU Per Hour 0.13 0.13 Contract Order Reference: 30578163.a2 Issued by Oracle America, Inc. 6-NOV-2025 Page 28 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Usage Item Description Metric List Price Overage Net Unit Price B95418 - Oracle Cloud VMware Solution-BM.DenseIO.E4.128-3 year Commit OCPU Per Hour 0.1056 0.1056 B97102 - Oracle Cloud VMware Solution-Base- BM.Standard2.12-Hourly Commit Node Per Hour 4.714 4.714 B97103 - Oracle Cloud VMware Solution-Base- BM.Standard2.12-1 Year Commit Node Per Hour 3.7144 3.7144 B97104 - Oracle Cloud VMware Solution-Base- BM.Standard2.12-3 Year Commit Node Per Hour 2.953 2.953 B97105 - Oracle Cloud VMware Solution-Base- BM.Standard3.16-Hourly Commit Node Per Hour 5.554 5.554 B97106 - Oracle Cloud VMware Solution-Base- BM.Standard3.16-1 Year Commit Node Per Hour 4.2943 4.2943 B97107 - Oracle Cloud VMware Solution-Base- BM.Standard3.16-3 Year Commit Node Per Hour 3.3522 3.3522 B97108 - Oracle Cloud VMware Solution-Base- BM.Standard.E4.32-Hourly Commit Node Per Hour 9.2565 9.2565 B97109 - Oracle Cloud VMware Solution-Base- BM.Standard.E4.32-1 Year Commit Node Per Hour 6.9223 6.9223 B97110 - Oracle Cloud VMware Solution-Base- BM.Standard.E4.32-3 Year Commit Node Per Hour 5.2233 5.2233 B97111 - Oracle Cloud VMware Solution-Expansion-Hourly Commit OCPU Per Hour 0.1605 0.1605 B97112 - Oracle Cloud VMware Solution-Expansion-1 Year Commit OCPU Per Hour 0.1092 0.1092 B97113 - Oracle Cloud VMware Solution-Expansion-3 Year Commit OCPU Per Hour 0.0739 0.0739 Issued by Oracle America, Inc.6-NOV-2025 Page 29 of 29 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. 38 “Appendix C” – City of Fresno Fit/Gap Requirements Payroll and Finance Fit/Gap Requirements: COF%20Payroll%20 Reqs%20PSFT%20Upgrade%20-%202025.10.24%20-%20JM%20and%20PC%20Edits.xlsx Personnel Fit/Gap Requirements: COF%20Personnel% 20Reqs%20PSFT%20Upgrade%20-%202025.10.17.xlsx Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F Appendix D Line Oracle Oracle Number of Discounted Unit Extended Item Product Description Term License Type Licenses Price Price 1 PeopleSoft Enterprise Payroll Perpetual Enterprise Employee Perpetual 5800 $378,930.24 $378,930.24 2 Software Update License and Support 1 Year Enterprise Employee Perpetual 5800 $83,364.65 $83,364.65 3 PeopleSoft Enterprise Time and Labor Perpetual Enterprise Employee Perpetual 5800 $185,254.78 $185,254.78 4 Software Update License and Support 1 Year Enterprise Employee Perpetual 5800 $40,756.05 $40,756.05 5 PeopleSoft Enterprise Human Resources Perpetual Enterprise Employee Perpetual 5800 $311,564.86 $311,564.86 6 Software Update License and Support 1 Year Enterprise Employee Perpetual 5800 $68,544.27 $68,544.27 7 PeopleSoft Enterprise ePerformance Perpetual Enterprise Employee Perpetual 5800 $176,834.11 $176,834.11 8 Software Update License and Support 1 Year Enterprise Employee Perpetual 5800 $38,903.50 $38,903.50 9 PeopleSoft Enterprise Benefits Administration Perpetual Enterprise Employee Perpetual 5800 $143,151.42 $143,151.42 10 Software Update License and Support 1 Year Enterprise Employee Perpetual 5800 $31,493.31 $31,493.31 11 PeopleSoft Enterprise eCompensation Perpetual Enterprise Employee Perpetual 5800 $58,944.70 $58,944.70 12 Software Update License and Support 1 Year Enterprise Employee Perpetual 5800 $12,967.83 $12,967.83 $1,254,680.13 $276,029.63 $287,070.81 $298,553.65 $316,466.86 $335,454.88 $2,768,255.96 License Type IncrementProgram Description License Fee per Increment First Year Oracle Software Support Fee per Increment SUBTOTAL LICENSE FEES: SUBTOTAL SOFTWARE UPDATE LICENSE & SUPPORT FEES - 1 YEAR: SUBTOTAL SOFTWARE UPDATE LICENSE & SUPPORT FEES - 2 YEAR: SUBTOTAL SOFTWARE UPDATE LICENSE & SUPPORT FEES - 3 YEAR: SUBTOTAL SOFTWARE UPDATE LICENSE & SUPPORT FEES - 4 YEAR: SUBTOTAL SOFTWARE UPDATE LICENSE & SUPPORT FEES - 5 YEAR: *TOTAL PRICE *Applicable State taxes will be added unless an exemption is provided. Software may be downloaded at: http://edelivery.oracle.com Electronic Delivery: By confirming, referencing or placing an order based on this quote, you are agreeing that the software products or cloud services being purchased are for electronic delivery only and there is no transfer of tangible Expansion Exhibit PeopleSoft Enterprise Payroll Enterprise Employee Perpetual 580 140,575.61 30,926.63 PeopleSoft Enterprise Time and Labor PeopleSoft Enterprise Human Resources PeopleSoft Enterprise ePerformance PeopleSoft Enterprise Benefits Administration PeopleSoft Enterprise eCompensation 4525 Main St.,Suite 1500 Virginia Beach, VA 23462 Fed Tax ID# 54-1987871 Sales Rep: Eric Dunnet Phone: (856) 308-0886 Email: edunnet@mythics.com Company Name: City of Fresno Contact Name: Dennis Jones Email: dennis.jones@fresno.gov Phone: 559-498-9173 Estimate Number: LS-CF-061825 Estimate Prepared On: 06/18/2025 Price Valid Through: 12/29/2025 Terms and Conditions Please note that Mythics, LLC is the official entity name, however, we are doing business as “Mythics VIII, LLC” under the Ca lifornia Secretary of State approved alternate name to comply with Corporations Code section 201(b). This estimate is an invitation to you to purchase products and/or services from Mythics. Your order is subject to Mythics' acceptance and to applicable Oracle terms and conditions per reference to an existing agreement/contract or a newly excuted agreement accompanying your order. Oracle’s License Definitions and Rules (LDRs) are available at https://www.oracle.com/corporate/contracts. Please note the LD Rs that apply to this order will be those LDRs in effect at the time Contractor accepts Your order. Support services are provided under Oracle's then current technical support policies located at: http://www.oracle.com/suppo rt/policies.html All program licenses and the period of performance for all services are effective upon the date Oracle processes your order. You acknowledge that in reliance on this order, Mythics will issue a non -cancellable order with its supplier for products or services purchased. Non-Payment will constitute an immediate default of this contract and upon notice from Mythics, End -User shall be prohibited from continued use of software licensed and/or services until payment has been received in full for outstanding balance. You agree that Mythics has the right to terminate your services or support with Oracle due to non -payment. License Definition: Enterprise Employee Perpetual -are calculated based on the number of full time equivalent employees. For the purpose of this calculation, an "employee" includes any records identified by a unique social security number and assigned to an active status. These employees may be characterized by being active, permanent, permanent part-time, faculty, adjunct faculty, student employee, wage temporary, retired with health benefits administered by Licensee using the Software, etc. This term does not include employee records for separated employees, employees on leave without pay and benefits,employee dependents, retired employees not participating in retiree health or pension plans administered by Licensee using the Software, and records placed in archival (inactive) tiles which are periodically viewed, but not updated. The "employee count" is based on average annual employment so as to avoid distortions created by extraordinary cyclical or emergency employment activities. Expansion a. If you exceed the licensed quantity you must order the Programs (and first year Oracle Software Support for the Programs) a t the appropriate license and support fees specified in the below Expansion table. The number of additional Program licenses to be ordered shall be equal to the actual number of Enterprise Employee Perpetual or the actual dollar amount of Enterprise Employee Perpetual as of the date of the expansion or der less the total number of licensed quantity (under this order or other orders) rounded up to the next increment in the below Expansion table. b. Oracle has no delivery obligation for Program licenses ordered pursuant to this section. c. The version of the License Definitions and Rules referenced in this order and the Program specific terms applicable to this o rder will apply to Program licenses ordered pursuant to this section.Expansion Payment of this order is due in full in accordance with the above referenced terms. This is a non-cancellable order. Please iclude the following statements on your order: Vendor: Mythics, LLC d/b/a Mythics VIII, LLC Address: 4525 Main St. Suite 1500 Virginia Beach, VA 23462 This order is placed pursuant to the terms and conditions of: OMNIA Contract # 180233-002 (US Communities/Maricopa) Reference Mythics Quote Number: LS-CF-061825 Payment Terms: License Net 45, Support Quarterly in Arrears -Net 45 Form: Quote 102723 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F © 2025 Mythics, LLC. 4525 Main Street, Suite 1500, Virginia Beach, VA 23462 | 757.412.4362 (O) | 757.412.1060 (F) | www.mythics.com Use of data contained on this page is subject to the restriction on the cover page of this document. PEOPLESOFT HCM 9.2 MODERNIZATION PROGRAM AND SUSTAINMENT TO OCI #84208 Appendix E: 1. Cost Summary Description Cost Per Description Reference Page Phase 1 Implementation $2,752,241.05 SOW Page 32 Phase 2 Implementation $504,775.15 SOW Page 33 PeopleSoft Licenses $1,254,680.13 SOW Page 34, Section 11.1 & Mythics Quote - Appendix D PeopleSoft Support $1,513,575.83 SOW Page 34, Section 11.1 & Mythics Quote - Appendix D OCI (Hosting fees) 1 year $37,810.00 SOW Page 34, Section 11.1 & Mythics Quote - Appendix B Mythics Managed Services $320,400.00 SOW Page 34, Section 11.2 Total Contract Amount $6,383,482.16 2. Cooperative Purchasing Agreement Summary Reference to CPA OMNIA Contract #180233-002 SOW Page 35 Docusign Envelope ID: A094133E-8229-4C8F-898D-156EC636329F